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Terms of Use

Last updated: August 14, 2014


The www.Sourcely.com website (the “Website”) and every other website (each, a “Hosted Website”) that is hosted, powered or designed by Sourcely, LLC, an Arizona limited liability company (“Sourcely,” “we” or “us”), is owned by Sourcely. We adopted these Terms of Use for the Website and each Hosted Website (together, the “Sites”) to make you aware of the terms and conditions of your use of any of the Sites and any content or services provided on the Sites by Sourcely or any of Sourcely’s affiliates, subsidiaries, employees, agents, licensors or other commercial partners, including, without limitation, all software, informational text, software documentation, graphics, audio, video, messages, design and functions, files, documents, images data, databases or other materials, whether publicly posted or privately transmitted, as well as all derivative works thereof (collectively, the “Content and Services”).


By using or otherwise accessing the Sites (including creating any accounts with the Sites or using any of the Content or Services) or otherwise manifesting your assent to these Terms of Use in any other manner, you hereby unequivocally and expressly agree to, and shall be subject to, these Terms of Use and our Privacy Policy http://sourcely.com/client/privacyPolicy. If you do not unequivocally agree to these Terms of Use or our Privacy Policy, you may not use or otherwise access the Sites, create, register or access an account on the Sites, post or download content or any other information to or from the Website or offer for sale or purchase any products or services via the Website. In the event that you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User” shall include such entity or person in addition to you, and your acceptance of these Terms of Use shall constitute acceptance on behalf of such entity or person.


General Terms of Use and Restrictions on Use


Subject to your agreement to, compliance with and satisfaction of these Terms of Use and our Privacy Policy, Sourcely and any of its licensors, as applicable, hereby grants you a limited, revocable, non-exclusive, non-assignable and non-transferable license (a “Limited License”) to access and use the Content and Services contained on the Website or a Hosted Website, as applicable, through a user identification reference provided by Sourcely to the extent, and only to the extent, necessary to access and use the Contents and Services in accordance with these Terms of Use. In the event that you subscribe to certain content or services provided by Sourcely through the Sites on a subscription basis (the “Subscription Materials”), upon payment of any applicable fees or other charges associated with such subscription, Sourcely grants you a Limited License to use the Subscription Materials, subject to your agreement to, compliance with and satisfaction of these Terms of Use and our Privacy Policy. All rights not otherwise expressly granted by these Terms of Use are reserved by Sourcely. If you do not comply with the Terms of Use or Privacy Policy at any time, Sourcely reserves the right to revoke the aforementioned Limited Licenses, limit your access to the Sites or restrict your ability to post, download, use or engage in transactions using or relating to the Content and Services or Subscription Materials. You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Sites, including, without limitation, the Content and Services and the Subscription Materials. You may not obscure or remove any proprietary rights notices contained in or on the Content and Services or Subscription Materials. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Sites.


Sourcely may, from time to time, without prior notice or liability discontinue or alter any aspect of the Sites (including, without limitation, removing any of the Content and Services or Subscription Materials or restricting the time the Website or Hosted Website is available ). In addition, Sourcely may permit certain of its licensors, to so discontinue or alter the Hosted Website operated by such licensor. You agree that Sourcely may, under certain circumstances, immediately suspend and/or terminate your access to the Sites or any part thereof. Cause for such measures shall include, without limitation: (a) your breach or violation of these Terms of Use or any other incorporated agreements or guidelines, including, without limitation, our Privacy Policy; (b) discontinuance or material modification to the Sites; (c) unexpected technical, security or related problems; (d) extended periods of inactivity; or (e) engagement by you in fraudulent or illegal activities. You further agree that such measures shall be taken in our sole discretion and without liability to you or any third party.


Company Intellectual Property


Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons (collectively, “Marks”) displayed on the Sites are the property of Sourcely and may not be used without our prior written consent. Marks owned by you, any of your partners, customers or suppliers, or any other third parties that are permitted to display their Marks on any of the Sites, are your property or the property of those respective third parties. The Sites, Content and Services are the property of Sourcely and may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use. Any unauthorized use of the Sites, the Content and Services, the Subscription Materials or other content owned by Sourcely or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the intellectual property found in the Sites or any part thereof or grant any other person or entity the right or access to do so.


Accounts


For certain aspects of the Sites, you may be asked to register an account. In the event you agree to register an account, you will select or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify Sourcely if (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. Sourcely may refuse to grant a particular username to you for any reason, including, without limitation, our belief that such username impersonates someone else, is protected by trademark or other proprietary right or is vulgar or otherwise offensive.


Content


You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored on the Sites in connection with your use of the Content and Services (“User Content”). Sourcely is not responsible for User Content. By posting User Content on the Sites, you hereby grant to Sourcely a transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content.


Our Privacy Policy


Sourcely collects, stores and uses data collected from you in accordance with our Privacy Policy http://sourcely.com/client/privacyPolicy. The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.


Links


The Sites may provide, or third parties may provide, links to other websites or resources on the Internet. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such external websites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources or for any privacy or other practices of the third parties operating those websites or resources. You further acknowledge and agree that Sourcely shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such website or resource. We strongly encourage you to review any separate terms of use and privacy policies governing use of these third-party websites and resources.


Transactions


The Contents and Services or Subscription Materials may offer you the opportunity to sell or purchase goods and services (“Commercial Products”) through the Hosted Websites. Sourcely provides the platform for buyers and sellers to negotiate and complete transactions for these Commercial Products; and may, in certain circumstances, collect a commission or otherwise participate in any such transaction. When buyers purchase Commercial Products, payments will be processed through a third party payment service provider (a “PSP”). Buyers of Commercial Products will be directed to a PSP’s terms of service and privacy policy when entering their payment information, which will govern the payment transaction between the buyer and seller. We are not responsible for the actions of a PSP. In addition to the other rules and requirements described in these Terms of Use, you must follow the rules listed below when offering, selling or purchasing Commercial Products through any of the Sites:
(a) You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using the Content and Services or Subscription Materials must comply with all applicable laws, including those that are applicable for Commercial Products sold to individuals outside of the United States. Items identified as “not for distribution within the United States” may not be sold using the Sites.

(b) You may not offer or sell Commercial Products that infringe or have the potential to infringe upon the intellectual property rights or proprietary rights of another party.

(c) You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.

(d) You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including, without limitation, firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of these Terms of Use.

(e) You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon the privacy of another or that may be libelous, slanderous or otherwise defamatory.

(f) You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.

Without limiting anything else in these Terms of Use, we may immediately remove any content relating to the offer or sale of Commercial Products in violation of this Agreement. If you sell a Commercial Product using the Sites, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.
User Representations
You hereby represent, warrant and agree to all of the following:
(a) You are at least 18 years of age.
(b) The email address provided in your account registration is valid at all times and you will keep your contact information accurate and up-to-date.
(c) You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites for any unlawful purposes or to conduct any unlawful activity, including, without limitation, fraud, embezzlement or money laundering.
(d) You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites if you are located in a country embargoed by the United States, or are on the United States Treasury Department’s list of Specially Designated Nationals.
(e) You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites to impersonate another person.
(f) You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Sourcely without our express written permission.
(g) You may not send unsolicited messages (also known as junk mail or SPAM) to promote the Sites.
(h) You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites.
(i) You may not upload individual files larger than 20MB
(j) You may not send messages using the Sites or any of the Content and Services or Subscription Materials that do not correctly identify the sender, and you may not alter the attribution of origin in electronic mail messages or postings on the Sites.
(k) You will not share your password, let anyone else access your account or do anything that might jeopardize the security of your account with any of the Sites.
(l) You will not attempt to or access the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites by any means other than through the interfaces provided by Sourcely.
(m) You will not attempt to or actually override any security component included in or underlying the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites.
(n) You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable burden on our infrastructure.
(o) You will not publish content, or links to content, that is:
(i) Pornographic, sexually explicit or violent;
(ii) Illegal (including, without limitation, stolen or copyrighted material and material that infringes upon or has the potential to infringe upon the intellectual property rights of another);
(iii) Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous; or
(iv) Breaches another party’s privacy policy.
(p) You will not publish content that is or may be considered SPAM, is machine- or randomly-generated or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
(q) You verify that your country of residence is the same as your billing address.
Sourcely may determine, in its sole discretion, whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites. If Sourcely reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated. We may also report you to law enforcement officials in the appropriate jurisdictions.


Fees


You may enter into an agreement with Sourcely for the Subscription Materials. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. You may cancel your account by emailing help@Sourcely.com or calling 480-559-9910.

Only services and features on the Sites clearly indicated as "free" or "no charge" are free or without charge. It is not the responsibility of Sourcely to provide free support for you in the use and operation of the Sites. All other applications, features, functionality and support provided by Sourcely and its partners are provided for the fees described for each on the Sites or in applicable agreements we may have with you and you are liable for such fees. If you purchase any Content and Services or Subscription Services we offer for a fee, you agree to Sourcely, or any of our third party service providers, storing your payment information.

If you subscribe for the Subscription Materials, you expressly agree that we are authorized to use your payment information to charge you a monthly subscription fee, the amount of which shall be posted on the Website, along with any applicable taxes. That subscription fee may, from time to time, be increased or decreased. We will use our best efforts to notify you of any such increase or decrease by sending you an email to the email address you provided us when establishing your account. Notwithstanding the immediately preceding sentence, you agree that 30 calendar days after we post any change to the subscription fee, we are authorized to use your payment information to charge you that new amount.

You also agree that we or any of our licensees operating a Hosted Website may use your payment information to charge you for any Content and Services you purchase through any of the Hosted Websites, plus any applicable taxes, or for reimbursement for all collection costs and interest for any overdue amounts owed in connection with any purchased Content and Services or Subscription Materials. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.


Taxes


You take full responsibility for all taxes and fees of any nature, including any sales taxes, associated with the purchase of any Commercial Products. Sourcely shall not be liable for any taxes or other fees associated with the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as part of the Content and Services or Subscription Materials that estimate the taxes owed in connection with any transaction are for illustration purposes only.


Disclaimer


Sourcely uses reasonable efforts to maintain the Sites, but Sourcely is not responsible for any defects or failures associated with the Sites, any part thereof, any content posted on the Sites or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Sites may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Sourcely may undertake from time to time; or (c) causes beyond the control of Sourcely or that are not foreseeable by Sourcely.


Sourcely does not control the User Content posted by Users, nor does it have any obligation to monitor such User Content for any purpose. Despite the fact that it has no monitoring obligations, Sourcely reserves the right to remove any and all material that it feels is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may otherwise violate these Terms of Use. Because the User Content offered via the Sites is provided by Users, and because Sourcely does not monitor or exercise control over the User Content, Sourcely does not make any warranties or representations regarding any of the User Content offered via the Sites. Company does not necessarily approve, endorse, sanction, encourage, verify or agree with any message posted by Users or otherwise embodied in the content of the Sites. You understand that by using any of the Sites, you may be exposed to content that may be offensive, indecent, vulgar, defamatory or otherwise objectionable to you, and that in no way shall Sourcely be liable under any theory for such exposure.


Termination


Content and Services or Subscription Materials may be terminated by us, without cause, at any time. Content and Services or Subscription Materials may be terminated by you, without cause, by following the cancellation procedures set forth in the “Fees” section above. Sourcely may terminate the Content and Services or Subscription Materials at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable thereto. If we terminate Subscription Materials for which you have paid a monthly fee and owe no fines, interest or other fees related thereto, we will refund you a pro rata amount of the subscription payment you made for the month in which we terminated the Subscription Materials. Notice of termination of the Content and Services or Subscription Materials by Sourcely may be sent to the contact email associated with your account. Upon termination, Sourcely has the right to retain or delete all data, files or other information that is stored in your account.


Errors and Access to the Sites


YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN ANY SITE YOU OPERATE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS AND ELECTRONIC PAYMENT PROCESSING. SOURCELY WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT SOURCELY MAY, BUT IS NOT REQUIRED OR OBLIGATED TO, MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITES AND THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SOURCELY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, NEITHER SOURCELY NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITES, THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SOURCELY OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS OR ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF ANY OF THE SITES AND YOUR RELIANCE UPON THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES IS AT YOUR SOLE RISK. IN ADDITION, SOURCELY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE WEBSITE TO ANYONE.

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. NONE OF THE SERVICES OFFERED THROUGH THE WEBSITE PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.

SOURCELY AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITES, THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS OR ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES OUTSIDE THE UNITED STATES, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER SOURCELY NOR ANY THIRD-PARTY PROVIDERS, LICENSORS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, IT’S SERVERS THE MATERIALS OR THE SERVICES OR ANY EMAIL SENT FROM ANY OF THE SITES OR ANY THIRD-PARTY PROVIDERS, LICENSOR, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability


TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SOURCELY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE ANY OF THE SITES, ANY CONTENT OR SERVICES, SUBSCRIPTION MATERIALS, OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES OR COMMERCIAL PRODUCTS PURCHASED THROUGH ANY OF THE SITES (THE “PURCHASED ITEMS”); (B) THE COST OF PROCUREMENT OF SUBSTITUTES FOR THE PURCHASED ITEMS; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE SITES, ANY CONTENT OR SERVICES, SUBSCRIPTION MATERIALS OR PURCHASED ITEMS. IF YOU ARE DISSATISFIED WITH ANY OF THE SITES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE THE PROCEDURES SET FORTH IN THE “FEES” SECTION ABOVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOURCELY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR SELLING OR PURCHASING THE PURCHASED ITEMS.


Indemnification


You agree to defend, indemnify and hold harmless Sourcely, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Sites; (b) any User Content you post on the Sites; (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Terms of Use; (d) infringement upon or misappropriation of any intellectual property or other rights of Sourcely or third parties by you; (e) any negligence or willful misconduct by you; (f) any other claim related to your performance under this Agreement; or (g) your use of any Content, services or products provided by Company.


Amendments


We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page on the Website and any Hosted Websites. In addition, if you have previously registered an account with the Website or a Hosted Website, we will endeavor to notify you of any such changes via the email address you provided. You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for any changes. The continued use of the Website or any Hosted Website following the posting of changes to these Terms of Use will constitute your acceptance of those changes.


Governing Law and Other Miscellaneous Terms


(a) The validity and effect of these Terms of Use shall be governed by and construed and enforced in accordance with the laws of Arizona, without regard to its conflicts or choice of laws principles.
(b) The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Maricopa County, Arizona, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to these Terms of Use.
(c) The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
(d) You acknowledge that a violation or attempted violation of any of provision of these Terms of Use will cause such damage to Sourcely as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Sourcely shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Sourcely in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.
(e) In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Sourcely, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.
(f) If any provision of these Terms of Use is found to be unenforceable, the remaining portion will continue to be in full force and effect.
(g) If we fail to enforce any part or provision of these Terms of Use, it will not be considered a waiver.
(h) Any amendment to or waiver of this Agreement must be made in writing and signed by us.
(i) You will not transfer any of your rights or obligations under these Terms of Use to anyone without our prior written consent.
(j) All of our rights and obligations under these Terms of Use are freely assignable by us in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise.
(k) These Terms of Use do not confer any third-party beneficiary rights.
(l) A printed version of these Terms of Use and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.