This AdultCentro Content Licensing Agreement (the "Agreement"), entered into by and between Centro Publisher Limited, a limited company organized under the laws of BVI ("Company"), and you ("Customer" or "you"), governs your use of the content made available by Company subject to the restrictions contained herein (the "Content").
Please be advised that this Agreement is subject to change at any time, in Company's sole discretion, and such revised Agreement shall be posted on the Company website located at www.adultcentro.com (the "Site"). Your continued use of the Content after such revision and posting on the Site constitutes your consent to such changes; provided, however, that: (a) any amendment or modiﬁcation to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes incurred prior to the applicable amendment or modiﬁcation; and (b) any amendment or modiﬁcation to pricing and/or billing provisions ("Billing Provisions") shall not apply to any charges incurred prior to the applicable amendment or modiﬁcation. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site. By your continued use of the Site and/or Content, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within this Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modiﬁcation of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modiﬁcation of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable). Therefore, you should regularly check this page for updates and/or changes. You understand and agree that Company is not responsible or liable in any manner whatsoever for your inability to use the Site or Content.2. Registration.
To receive the Content via Company's proprietary feed interface ("Feed"): (a) you must submit a complete and accurate Customer application ("Application"); (b) you must be a legal entity or an individual of at least eighteen (18) years of age, with the requisite equipment and Internet connection to access the Content and Site; (c) the Customer Websites (as deﬁned below) that you select to receive the Content via the Feed must be "subscription" websites, which require a credit card from End-Users (as deﬁned below) for age veriﬁcation and a user name and password for EndUsers to become subscribers and enter such Customer Websites(s); and (d) you must provide Company with a valid user name and password ("Customer Website Login") for all Customer Websites that feature the Content, and such Customer Website Login must enable Company to inspect the Feed(s) and use of the Content on the applicable Customer Websites. Company will evaluate your Application and promptly notify you of your Application acceptance or rejection. Company reserves the right to reject your Application for any reason at any time, in its sole discretion. If any of the information supplied as part of your Application changes, at any time, you must immediately inform Company of same to reﬂect such changes in your Customer proﬁle.3. License.
Upon Company's acceptance of your Application, Company shall grant to you a nonexclusive, non-transferable, revocable and limited license to access and use the Content made available by Company via the Feed solely and exclusively as authorized hereunder, during the term of this Agreement. Company reserves the right to revoke the license granted under this Section 3 at any time, in its sole discretion.4. Content.
Subject to the restrictions contained herein, Company will provide Customer with the Feed of Content, as such Content is provided by Company's content-provider studio partners ("Partners"). The Content may include, without limitation: (a) photographs, negatives, ﬁlm or video segments, motion pictures and other audio visual works and all portions or adaptations thereof, whether tangible or intangible, in any media or embodiment (electronic, magnetic or otherwise); (b) images of the packaging accompanying the tangible forms of item (a), including, by way of example and not of limitation, associated notices and legends, as well as scanned versions of the DVD covers for such materials; and (c) updates of items (a) and (b). The Content may be updated from time-to-time, in Company's sole discretion, as Company may add or remove certain items from the Feed. Customer may not alter, modify or otherwise change the Content in any manner, whatsoever. As between Customer and Company, Company retains full and sole ownership of all Content and other information supplied to Customer from time to time in connection with this Agreement. Company may terminate Customer's right to use the Content at any time, in its sole discretion and Customer must immediately comply with same.5. Permitted Uses/End-Users.
Subject to the terms and conditions of this Agreement and all applicable laws, rules and regulations, Customer may display the Content on "authorized" websites owned, operated or controlled by Customer ("Customer Websites") and make such Content available, for a fee, to EndUser customers of Customer ("End-Users"). The number of Customer Websites that will be authorized to receive the Content via the Feed will be determined by the pricing package selected by Customer. Customer is responsible for any and all acts and/or omissions of its End-Users. Customer shall fully and unconditionally indemnify and hold Company harmless from and against any and all acts and/or omissions of any EndUser. Customer must comply, immediately, with any and all requests by Company to modify, alter or otherwise change the positioning, placement, frequency and/or other editorial decisions related to the Content. Customer must immediately remove Content upon receiving notice from Company or upon the termination or expiration of this Agreement.
As directed by Company, Customer must include a conspicuous notice on the Customer Websites which identiﬁes the legal name of the "Records Custodian," as deﬁned in Title 18, U.S.C. § 2257 ("Section 2257"), for the Content, and which describes the street address of the physical location where the records relating to the required age of performers and depictions associated with the Content may be inspected as required under applicable law and regulation. Customer may not remove the Section 2257 notice at any time during the term of this Agreement.6. Restrictions on Use.
Customer may not allow the Content to be placed on any non-Customer Websites without the prior express written consent of Company. You agree that the Content may not be shipped, transferred or exported into any other country, or used in any manner prohibited by U.S. or other applicable export laws and regulations. You agree to comply with all other applicable laws and regulations. You may use the Content only for lawful purposes. The Content is subject to, and you agree that you shall at all times comply with, all local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to use of the Content. The organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Site, Content and Feed are protected under applicable copyright, trademark and other proprietary and intellectual property rights. The usage, copying, redistribution and/or publication by Customer of any part of the Site, Content and Feed made available by Company, other than as contemplated hereunder, is strictly prohibited. Customer does not acquire any ownership rights to the Site, Content and/or Feed made available by Company. The availability of the Site, Content and Feed does not constitute a waiver of any rights related thereto.
WITHOUT LIMITING ANY OF THE FOREGOING, THE CONTENT IS LICENSED TO YOU, NOT SOLD. YOU MAY NOT SUBLICENSE, ASSIGN, RESELL, SHARE, PLEDGE, RENT OR TRANSFER ANY OF YOUR RIGHTS UNDER THIS AGREEMENT IN RELATION TO THE CONTENT OR ANY PORTION THEREOF, EXCEPT AS EXPRESSLY PERMITTED HEREUNDER. EXCEPT AS EXPRESSLY PERMITTED BY COPYRIGHT LAWS, NO COPYING, REDISTRIBUTION, DISPLAYING, PERFORMING, REPRODUCING, LICENSING, TRANSFERRING OR PUBLICATION OF THE CONTENT IS PERMITTED WITHOUT THE EXPRESS PERMISSION OF COMPANY, WHICH CONSENT SHALL BE AT COMPANY'S SOLE AND ABSOLUTE DISCRETION. ANY SUCH COPY THAT IS MADE IS SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AND ALL TITLES, TRADEMARKS, COPYRIGHT NOTICES AND OTHER LEGENDS SHALL BE REPRODUCED ON SUCH COPY. YOU MAY NOT USE OR COPY THE CONTENT, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. YOU MAY NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS OF THE CONTENT OR OTHERWISE ATTEMPT TO: (A) DEFEAT, AVOID, BY-PASS, REMOVE, DEACTIVATE OR OTHERWISE CIRCUMVENT ANY CONTENT PROTECTION MECHANISMS INCLUDING, WITHOUT LIMITATION, ANY SUCH MECHANISM USED TO RESTRICT OR CONTROL THE FUNCTIONALITY OF THE CONTENT; (B) REMOVE ANY COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY NOTICES (AS WELL AS SECTION 2257 NOTICES) CONTAINED IN THE CONTENT; OR (C) DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS, STRUCTURE OR ORGANIZATION FORM OF THE CONTENT AND/OR FEED.7. Term/Termination.
The term of this Agreement will begin upon Company's written acceptance of Customer's submitted Application and will end when terminated by either party as set forth herein. Customer may terminate this Agreement at any time upon three (3) days' prior written notice to Company. Company may terminate Customer's receipt of the Feed, right to use the Content and/or this Agreement immediately upon notice at any time, in Company's sole discretion. Upon termination of this Agreement for any reason: (a) Customer shall immediately cease to use and remove from the Customer Websites any and all Content and/or other materials made available to Customer hereunder; (b) any and all licenses and rights granted to Customer in connection with this Agreement shall immediately cease and terminate; and (c) any and all Conﬁdential Information (as deﬁned herein below), Content or other proprietary information of Company that is in Customer's possession or control must be immediately returned or destroyed. If requested, Customer will certify in a writing signed by Customer or an authorized ofﬁcer of Customer that all such conﬁdential and/or proprietary information has been returned or destroyed.8. Payments.
In consideration for your access to the Content, you agree to pay the Fees (as deﬁned below and further described in this Section 8). Upon submitting your order for the content, depending on the gigabytes of the package selected, certain fees (the "Fees") shall be added to the credit card or debit card that you provided on your Application ("Active Credit Card"). The Fees will appear on your Active Credit Card statement through the identiﬁer "INSERT IDENTIFIER." You shall be responsible for paying any and all applicable sales tax (if any) due to all taxing authorities arising from, or in connection with, your use of the Content. All Fees are payable in United States currency.
Failure to use the Content does not constitute a basis for refusing to pay any of the associated Fees. You agree to be bound by the pricing and billing practices of Company in effect at any given time. Upon prior written notice to you (with e-mail sufﬁcing), Company reserves the right to change its pricing and/or billing practices whenever necessary, in its sole discretion (other than with respect to charges incurred prior to the amendment or modiﬁcation, which shall be governed by the pricing and/or billing practices then in effect at the time of the or incurred charges). Continued use of the Content after receipt of such notice shall constitute consent to any and all such changes. If you do not agree with these changes, or for any other reason, you may terminate this Agreement at any time; provided, however, that you will remain responsible for timely payment of any and all Fees that you have already incurred (including any applicable late fees).
You acknowledge and agree that, despite termination of this Agreement, you shall not receive any refund for amounts previously paid up to the date of cancellation or termination and you remain liable for any and all unpaid charges billed by Company. You understand and agree that termination of this Agreement is your sole right and remedy with respect to any dispute with Company.
Where you fail to make any scheduled payment for accrued Fees, such overdue amounts will be subject to interest charges in the amount of the lesser of one and one half percent (1.5%) per month, compounded monthly, or the maximum permitted by law. Company may terminate this Agreement, and deny access to the Feed and/or Content for non-payment.
Company's authorization to provide and bill its services is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice afﬁrmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Company's reliance upon your electronic signature was speciﬁcally sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws speciﬁcally preempt all state laws that recognize only paper and handwritten signatures.9. Audit.
Customer agrees that at all times during the term of this Agreement, Company, or any designee of Company that is legally bound to obligations of conﬁdentiality and nondisclosure, may use the Customer Website Login to inspect Customer's use of the Content and Feeds on the applicable Customer Website(s). Without limiting the foregoing, Customer agrees that at all times during the term of this Agreement it shall maintain accurate books and records relating to its use of the Content and Feed. Customer agrees that Company, or any designee of Company that is legally bound to obligations of conﬁdentiality and non-disclosure, shall have the right during the term of this Agreement, and for twelve (12) months thereafter, to reasonably examine, inspect, audit and review all such books, records and any source documents used in the preparation thereof during normal business hours upon written notice to Customer at least ﬁve (5) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be at Company's sole cost and expense and shall be strictly limited to those books and records that speciﬁcally relate to Customer's use of the Content and Feed. Notwithstanding the foregoing, if Company uncovers any material misconduct associated with Customer's use of the Content and/or Feed, then the audit shall be at the sole cost and expense of Customer..10. Representations and Warranties.
Customer hereby represents and warrants that: (a) this Agreement has been duly and validly executed and delivered by Customer and constitutes Customer's legal, valid and binding obligation which is fully enforceable against it in accordance with its terms; (b) Customer's performance hereunder, including the use and operation of the Content, Feeds and Customer Websites (and any and all material appearing or linked to from such Customer Websites), will comply with all applicable state and federal laws, rules and Federal Trade Commission implementing regulations including, without limitation, Section 2257 (collectively, "Laws"); and (c) Customer understands and agrees that Company will enter into similar agreements with third party website operators in direct competition with Customer. Customer will be solely responsible for the development, operation and maintenance of the Customer Websites, and for any and all materials that appear on the Customer Websites, or are linked to therefrom. Such responsibilities include, without limitation: the accuracy and propriety of materials posted on the Customer Website; (ii) ensuring that materials posted on the Customer Websites do not violate or infringe upon the rights of any third party and are not defamatory, obscene, libelous, harmful, illegal or otherwise offensive; and (iii) ensuring that the Customer Websites, and all material posted on same, comply with all applicable Laws.11. Indemnification.
Customer agrees to indemnify, defend and hold harmless Company, its Partners, their respective parents, afﬁliates and/or subsidiaries, and each of their respective ofﬁcers, directors, partners, members, managers, employees, agents and attorneys, from and against any and all liabilities, claims, actions, suits, proceedings, judgments, ﬁnes, damages, costs, losses and expenses (including reasonable attorneys' fees, court costs and/or settlement costs) arising from or related to: (a) Customer's breach of this Agreement and/or any representation or warranty contained herein; (b) the Customer Websites and/or Customer's marketing practices; (c) any allegation that Customer has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (d) any non-Content related content, goods or services offered, sold or otherwise made available by Customer on and through the Customer Websites or otherwise by Customer; (e) any claim that Company is obligated to pay any taxes in connection with Customer's use of the Content; (f) any act or omission, whatsoever, of any End-User; and/or (g) Customer's use of the Content, in any manner whatsoever. Company reserves the right to participate in the defense at its sole expense. Customer may not settle any claim without the prior written approval of Company. Customer shall immediately notify Company if Customer receives notice of any complaints, inquiries or investigations related to the Customer Websites, any End-User or any other violations in connection with Customer's business whether or not Customer is obligated to indemnify Company for such claim hereunder.12. Disclaimer/Limitation of Liability.
THE CONTENT, SITE AND FEED ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE CONTENT, SITE AND FEED MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. COMPANY HAS NO LIABILITY, WHATSOEVER, TO CUSTOMER OR ANY THIRD PARTY FOR CUSTOMER'S USE OF, OR INABILITY TO USE, THE CONTENT, SITE AND/OR FEED. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, COMPANY IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREIN ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND CUSTOMER. THE CONTENT, SITE AND FEED WOULD NOT BE PROVIDED TO CUSTOMER WITHOUT SUCH LIMITATIONS. COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE CONTENT, SITE AND/OR FEED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM COMPANY THROUGH THE CONTENT, SITE AND/OR FEED SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY, AND/OR THROUGH, THE CONTENT, SITE AND/OR FEED IS EXPRESSLY DISCLAIMED. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF THE CONTENT, SITE AND FEED IS SOLELY AT CUSTOMER'S OWN DISCRETION AND AT CUSTOMER'S OWN RISK. CUSTOMER IS ALSO SOLELY RESPONSIBLE FOR ITS USE, OR ALLEGED USE, OF THE CONTENT, SITE AND/OR FEED IN A MANNER THAT MAY VIOLATE ANY LAW, RULE OR REGULATION OR INFRINGE UPON A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY END-USERS) IN ANY MANNER WHATSOEVER ARISING FROM CUSTOMER'S USE OF THE CONTENT, SITE AND/OR FEED. COMPANY'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE MONEY PAID BY CUSTOMER TO COMPANY DURING THE PRECEDING THREE (3) MONTHS.13. Confidentiality.
For purposes of this Agreement, "Conﬁdential Information" shall mean all data and information, of a conﬁdential nature or otherwise, disclosed during the term of this Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as conﬁdential including, but not limited to: (a) a party's business plans, strategies, know how, marketing plans, suppliers, sources of materials, ﬁnances, business relationships, processes, methodologies, trade secrets, customer and vendor lists, personally identiﬁable customer information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format; (b) the material terms of this Agreement; and (c) any information marked or designated by the Disclosing Party as conﬁdential. The Receiving Party agrees to hold all Conﬁdential Information in trust and conﬁdence and, except as may be authorized by the Disclosing Party in writing, shall not use such Conﬁdential Information for any purpose other than as expressly set forth in this Agreement or disclose any Conﬁdential Information to any person, company or entity, except to those of its employees and professional advisers: who need to know such information in order for the Receiving Party to perform its obligations hereunder; and (ii) who have entered into a conﬁdentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. Conﬁdential information shall not include any information that the Receiving Party can verify with substantial proof: (A) is generally available to or known to the public through no wrongful act of the receiving party; (B) was independently developed by the Receiving Party without the use of Conﬁdential Information; or (C) was disclosed to the Receiving Party by a third party legally in possession of such Conﬁdential Information and under no obligation of conﬁdentiality to the Disclosing Party. The Receiving Party agrees that monetary damages for breach of the conﬁdentiality provisions contained herein may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond. This Section 13 shall survive any termination of this Agreement for a period of ﬁve (5) years, or for as long as such information is considered a trade secret under New York state law, whichever period is longer.14. Non-Circumvention.
Customer recognizes that Company has proprietary relationships with the Partners that provide Content to Company. Customer agrees not to circumvent Company's relationship with such Partners. Without limiting the foregoing, during the term of this Agreement and for the six (6) month period following termination or expiration of this Agreement, Customer agrees not to rent, lease, license, purchase, contract for or otherwise obtain, directly or indirectly, content and/or services similar to the Content and/or services provided by Company to Customer hereunder from any Partner that is known, or should reasonably be known, by Customer to be a Partner of Company. Customer agrees that monetary damages for its breach, or threatened breach, of this Section 14 will not be adequate and that Company shall be entitled to: (a) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (b) liquidated damages from Customer in the amount equal to one hundred percent (100%) of the fees paid by Customer to such Partner in violation of this Section 14 for the prior six (6) month period; and/or (c) any and all other remedies available to Company at law or in equity.15. Force Majeure.
Neither party will be liable, or be considered to be in breach of this Agreement, on account of such party's delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, ﬁres, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difﬁculties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.16. Dispute Resolution Provisions.
This Agreement shall be governed by and construed in accordance with, the laws of the State of New York, without giving effect to principles of conﬂicts of law and with the same force and effect as if fully executed and performed therein. Any dispute arising out of or relating to this Agreement shall be resolved in a binding arbitration under the auspices of the American Arbitration Association in New York, New York in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. In addition to all other rights and remedies a party may have, the prevailing party in any arbitration or legal action shall be entitled to an award of its reasonable attorneys' fees and costs. Any award rendered shall be ﬁnal and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. This binding arbitration provision shall not, however, prevent either party from seeking equitable or injunctive relief in a court of competent jurisdiction. To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Company and its employees, ofﬁcers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that Company incurs in seeking such relief. This Agreement does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent agreement.17. Miscellaneous.
Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Customer agrees that any unauthorized and/or unlawful use of the Content would result in irreparable injury to Company for which monetary damages would be inadequate. In such event, Company shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Customer without the need to post a bond. Nothing contained in this Agreement shall be construed to limit any legal remedies available to Company. Company and Customer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Company's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any attempt by any individual, whether or not Customer, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site, Feed and/or Content, is a violation of both criminal and civil law and Company will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity. This Agreement will be binding on, inure to the beneﬁt of and be enforceable against the parties and Company's successors and assigns. Other than as expressly permitted herein, Customer is not permitted to transfer any rights or obligations pursuant to this Agreement. Any attempt to do so will result in the immediate termination of this Agreement.18. Electronic Signatures.
Customer acknowledges and agrees that by clicking on the button labeled "I Agree" or such similar links as may be designated by Company to accept this Agreement, Customer is submitting a legally binding electronic signature and is entering into a legally binding contract. Customer acknowledges that Customer's electronic submissions constitute Customer's agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, CUSTOMER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH, OR IN CONNECTION WITH, THE CONTENT OFFERED BY COMPANY. Further, Customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.