MISSION MANAGER TERMS OF SERVICE
These Mission Manager Terms of Service (the “Agreement”) are agreed to between Mission Manager, Inc. (“Mission Manager”) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You”).
Mission Manager offers an online service platform known as Mission Manager (the “Platform”) for use in organizing, managing and communicating with teams of first responder personnel (each, a “Team”). The Platform provides You with the ability to access and use information, data, and other content (“Content”) on a variety of topics, as well as additional services, functionality and resources made available through the Platform (“Services”).
The Services and Content available through the Platform provide You with certain online tools and functionality for use in organizing, managing and communicating with Your Teams. You acknowledge and agree that the Platform and all Services and Content are designed and intended solely to assist You in managing, organizing and communicating with Your Teams and not as a replacement for Your other primary management, organization and communication systems.
Regardless of Your use of the Platform (or any other organization, management, or communications systems), You maintain sole responsibility for the direction and control of Your Team, including the management and operation thereof and all Team communications.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS AND SUITABILITY OF THE PLATFORM FOR YOUR USE AND USE BY YOUR TEAM AND FOR USING THE PLATFORM TO MEET YOUR REQUIREMENTS AND THE REQUIREMENTS OF YOUR TEAM BASED ON YOUR PARTICULAR CIRCUMSTANCES AND THE PARTICULAR CIRCUMSTANCES OF YOUR TEAM.
This Agreement is entered into as of the earliest date You first access or use the Platform (the “Effective Date”). This Agreement includes all terms and conditions below. This Agreement applies to the Platform, including all Content and Services available through the Platform. This Agreement is the complete and exclusive agreement between You and Mission Manager regarding Your access to and use of the Platform, including all Content, and Services.
This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Mission Manager relating to Your use of the Platform or any Content or Services.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, INCLUDING ANY CONTENT OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Term. This Agreement will be effective upon the Effective Date. If You have established a free trial subscription to the Platform (a “Trial Subscription”), then the term of this Agreement will continue for a period of 30 days and will thereafter expire unless You convert Your Trial Subscription to a Paid Subscription prior to the completion of that period. If You have ordered a paid non-trial subscription to the Services (a “Paid Subscription”), then the term of this Agreement will continue for the initial period indicated through the Platform when you establish your Paid Subscription. If no such initial period is indicated when you establish your Paid Subscription, then the initial period of the term of this Agreement will be 1 year from the Effective Date. The term of this Agreement will thereafter automatically renew for successive renewal periods of 1 year. Unless terminated as set forth herein, the term of this Agreement will continue to renew until You notify Mission Manager that You do not wish to renew the Agreement prior to the end of the then-current period.
3. Modifications. Mission Manager reserves the right, at any time, to modify the Platform and any portion of the Content or Services, with or without notice to You, by making those modifications available on the Platform. Mission Manager also reserves the right, at any time, to modify the terms of this Agreement. Mission Manager will inform You of the presence of any changes to this Agreement by posting those changes on the Platform or by providing You with notice through the Platform. Any modifications will be effective 30 days following posting on the Platform or delivery of such notice through the Platform, except in the case of a legally required modification which will be effective upon posting. You may terminate this Agreement as set forth below if you object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content or Services following such notice period.
4. Eligibility. The Platform and all Content and Services are intended for use by individuals 18 years of age and older. If You are not 18 years of age or older, You agree not to access or use the Platform or any Content or Services. You agree not to allow any individual under 18 years of age to access or use the Platform, whether or not You are the parent or guardian of that individual
5.1 Accounts. Subject to the terms of this Agreement, You may be permitted to access certain Content and Services through the Platform without establishing an account on the Platform. However, access to the Platform generally requires that You register as a user of the Platform (a “User”) and establish a user account on the Platform (an “Account”). Approval of Your request to establish and maintain any Account will be at the sole discretion of Mission Manager.
5.2 Administrator Accounts. Upon Your request, Mission Manager may provide You with the ability to establish an Account on the Platformto act as an administrator (an “Administrator Account”). If You are permitted to establish an Administrator Account, You may allow each of Your Team members to access the Platform through Your Administrator Account by creating Accounts for each Team member under Your Administrator Account (each, a “Team Account”). Any Administrator Account and all Team Accounts (all “Accounts”) will be subject to the terms of this Agreement, including payment of all applicable fees. You will be permitted to assign applicable levels of Account access and Account privileges applicable to each Team Account established under Your Administrator Account. You are solely responsible for establishing and maintaining all access levels and privileges associated with each Team Account established under Your Administrator Account.
5.3 Account IDs. You will be responsible for establishing and maintaining the user identification and password for each of Your Accounts, whether an Administrator Account or Team Account (the “Account ID”). Each Account is for Your personal use and all Account IDs are personal in nature. Each Account ID may be used only by You alone. You may not share or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform and all Content and Services through Your Account, whether that Account is an Administrator Account or a Team Account. In the case You maintain an Administrator Account, You are also responsible for the use of the Platform through each Team Account established under Your Administrator Account and for compliance by each Team member with the applicable terms of this Agreement. You will ensure the security and confidentiality of Your Account ID and will notify Mission Manager immediately if Your Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under Your Account ID (whether lawful or unlawful) and any actions taken through Your Account or under Your Account ID will be deemed to have been lawfully completed by You.
5.4 Account Information. In connection with establishing an Account, You will be asked to submit certain information about Yourself and, in the case of an Administrator Account, about Your Team (“Account Information”). You are solely responsible for the Account Information for Your Account and, in the case of an Administrator Account, all Team Accounts. You agree that: (a) all Account Information You provide (including, as applicable, for any members of Your Team) will be accurate, complete and current; and (b) You will maintain and promptly update all Account Information as necessary to keep it accurate, complete, and current. You may not: (i) select or use an Account ID of another person with the intent to impersonate that person; and (ii) use an Account ID that Mission Manager, in its sole discretion, deems offensive.
5.5 Account Confirmation. You are solely responsible for confirming the set-up and configuration of Your Account (and, in the case of an Administrator Account, for all Team Accounts) in all respects and for making all changes and updates thereto through this Agreement.
6.1 To the Platform. You may access the Platform through the websites located at www.missionmanager.com, www.missionmanager.net, or http://www.missionmanager.info (these websites and any other websites operated by Mission Manager bearing this Agreement, each a “Site”) or using mobile and online applications provided by and on behalf of Mission Manager (each, an “Application,” and each Site and Application forming a part of the “Platform” for purposes of this Agreement). Subject to Your compliance with this Agreement, Mission Manager will permit You to access and use the Platform solely for lawful purposes and only in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Platform and each Site or Application, in each case as necessary to meet Your operational and mission requirements based on Your particular circumstances.
6.2 To Applications. Subject to Your compliance with this Agreement and any other terms and conditions accompanying each Application, Mission Manager will permit You to download and install Applications and operate those Applications solely for the purpose of using and accessing the Platform. You may install each Application only on computers, smart phones, tablets, or other applicable devices owned or controlled by You and used only for Your own personal and non-commercial purposes in accordance with this Agreement and any applicable terms and conditions accompanying the Application or otherwise provided to You by Mission Manager. Except as expressly set forth in the previous sentence, You are granted no licenses or other rights in or to any Application. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement You are required to agree to before being given access to any Application.
6.4 To Content. You will be provided with access to a variety of Content through the Platform, including, text, audio, video, photographs, maps, illustrations, graphics, and other data, information and media. Unless otherwise noted on the Platform, all Content available through the Platform (“Platform Content”) is owned by Mission Manager and Mission Manager’s other third party providers. All Platform Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness and applicability of all Platform Content and for Your use of any Platform Content. Subject to Your compliance with this Agreement, You may access the Platform Content solely for Your own personal purposes in connection with Your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Mission Manager has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, Mission Manager will not be held liable to You or any other third party for any Content, including Your Content (as defined below), under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or other rights in or to any Platform Content, or any IPR (as defined below) therein or related thereto. If You would like to use any Platform Content in a manner not permitted by this Agreement, please contact Mission Manager.
6.5 To Third-Party Services. The Platform may provide You with the choice to access certain Services developed, provided or maintained by other third party service providers (each, a “Third Party Service”). In addition to the terms of this Agreement, Your access to and use of any Third Party Service is also subject to any other agreement You may agree to before being given access to the Third Party Service (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement but will not apply to any other Services You may access through the Platform. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. MISSION MANAGER TAKES NO RESPONSIBILITY FOR ANY THIRD PARTY SERVICE AND YOUR ACCESS TO AND USE OF ANY THIRD PARTY SERVICE IS SOLELY AS SPECIFIED IN EACH APPLICABLE THIRD PARTY AGREEMENT.
6.7 To Mobile Services. The Services offered through the Platform may include certain messaging and communications services available through Your mobile telephone and other mobile device (“Mobile Services”). By accessing or using any Mobile Services, You consent to receiving messages including Content through any applicable mobile device You specify through the Platform (“Mobile Device”) and to providing Content from Your Mobile Device to other Users through the Platform. As to any Mobile Device You use in connection with any Mobile Services, You acknowledge that You are the authorized account holder for that Mobile Device. All Mobile Services and the messages and Content received, provided, transmitted, exchanged, or otherwise made available through the Mobile Services are subject to each applicable Third Party Service Agreement with the third party service providers used by Mission Manager to deliver those Services.
8. Fees. You agree to pay Mission Manager all fees applicable to Your access to the Platform and all Content and Services (“Fees”) and to pay each applicable third party any other applicable amounts due or payable under the terms of any Third Party Service Agreement. All Fees will be as indicated through the Platform when you establish your Account or in any notice You receive from Mission Manager in connection with Your Account. All Fees for each Paid Account will be due and payable by You in advance of the initial period and each applicable renewal period under this Agreement unless other payment terms have been extended to You by Mission Manager. All other Fees will be due and payable through the Platform. If You have specified credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under this Agreement, You grant Mission Manager the right to charge the applicable payment account You provided to Mission Manager for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to Mission Manager (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. Mission Manager may change any portion of the Fees by posting the changes to the Platform or otherwise providing notice to You of the change. Any such changes will take effect at the beginning of the next period of this Agreement. If Mission Manager requires use of collection agencies, attorneys, or courts of law for collection of Your account, You will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed on the Services provided under this Agreement.
9. Termination and Effect.
9.1 Termination. This Agreement may be terminated by Mission Manager, at any time, in Mission Manager’s sole discretion: (a) upon any breach by You of this Agreement, including a failure to pay any required Fees, that remains uncured 5 business days after Mission Manager delivers written notice to You of such breach; or (b) at any time during any Trial Subscription, for any reason or no reason, upon notice to You. You may terminate this Agreement at any time upon notice to Mission Manager or by deleting Your Account as may be permitted through the Platform.
9.2 Effect. Termination of this Agreement will terminate all of Your Accounts on the Platform (whether Trial or Paid. Termination of any Administrator Account will terminate all under that Administrator Account, including by all Team members under that Account. Upon termination or expiration of this Agreement by Mission Manager except for your uncured breach of this Agreement, each of Your Accounts will be converted into a “read-only” format for a period of 30 days. During this 30 day period, You will be permitted to access Your Accounts solely for purposes of retrieving Your Content from Your Accounts. Following such 30 day period, Mission Manager may thereafter terminate all access to Your Accounts and delete any of Your Content held by Mission Manager at any time. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Platform, including all Content and Services; (c) You will immediately delete any Applications You have downloaded or installed prior to termination; (d) all Fees then owed by You will become immediately due and payable; and (e) You will immediately either return to Mission Manager or, at Mission Manager’s discretion, destroy any Content of Mission Manager and any other information related to this Agreement in Your possession or control.
10. Suspension. Without limiting Mission Manager’s right to terminate this Agreement, Mission Manager may also suspend Your access to Your Account and the Platform or any Content or Services (including Your Content), with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Mission Manager, in its sole discretion, to be inappropriate or detrimental to the Platform, Mission Manager, or any other User or third party.
11. Platform Technology. The Platform, and the data, information, databases, software, hardware and other technology used by or on behalf of Mission Manager to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Mission Manager. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
12. Ownership. Mission Manager retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, under this Agreement. The Mission Manager name, logo and all product and service names associated with the Platform are trademarks of Mission Manager and its providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
13. Representations and Warranties.
13.1 Authority. You represent and warrant to Mission Manager that: (a) Your have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; and (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement.
13.2 Compliance With Laws. You acknowledge that (a) the Platform is provided as a tool for use in assisting Your in Your organizational and management efforts and that You remain solely responsible for all organization and management of Your Team Members; (b) the Platform is a general purpose service and is not specifically designed to facilitate compliance with any specific Law; and (c) You will access and use the Platform in compliance with all Laws applicable to You, Your Content and any other Platform Content You may access through the Platform. Mission Manager is not responsible for notifying You of any such Law, enabling Your compliance with any such Law, or for Your failure to comply. You represent and warrant to Mission Manager that Your Content, Your Services, and Your use of and access to the Platform, including any Platform Content, will comply with all applicable Laws and will not cause Mission Manager itself or any other User or Expert to violate any applicable Laws, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health (HITECH) Act (enacted as part of the American Recovery and Reinvestment Act of 2009).
14.2 No Additional Warranties. THE PLATFORM, CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MISSION MANAGER AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY OR CURRENCY OF THE PLATFORM OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE PLATFORM CONTENT OR OTHER DATA, INFORMATION OR CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. MISSION MANAGER AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MISSION MANAGER, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
YOU RECOGNIZE THAT THE PLATFORM AND ALL SERVICES AND CONTENT PROVIDED THROUGH THE PLATFORM ARE NOT INTENDED TO REPLACE YOUR PRIMARY ORGANIZATIONAL, MANAGEMENT. AND COMMUNICATIONS SYSTEMS. THE PLATFORM AND ALL SERVICES AND CONTENT PROVIDED THROUGH THE PLATFORM ARE NOT BUILT FOR ERROR-FREE ACCESS AND THAT INTERRUPTIONS, CRASHES, DOWNTIME, DELAYS AND LATENCY MAY OCCUR FROM TIME TO TIME. THE PLATFORM IS NOT FAULT TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE FOR OR WITH REAL TIME ROUTE GUIDANCE (INCLUDING WITHOUT LIMITATION, TURN-BY-TURN ROUTE GUIDANCE AND OTHER ROUTING THAT IS ENABLED THROUGH THE USE OF A GPS OR OTHER SENSOR) OR FOR OR IN CONNECTION WITH ANY SYSTEMS OF FUNCTIONS FOR AUTOMATIC OR AUTONOMOUS CONTROL OF VEHICLE BEHAVIOR, WHERE THE FAILURE OF THE PLATFORM COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.
15. Indemnity. You hereby agree to indemnify, defend, and hold harmless Mission Manager and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and against all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform, including any Content or Services; (2) the access to or use of the Platform, including any Content or Services, by Your Team Members; (3) Your Content or any access to or use thereof; (4) any access to or use of Your Content by any other Users; (5) Your collection, use and disclosure of any User Information, and (6) Your breach of any provision of this Agreement, including any representation or warranty. Mission Manager will provide You with notice of any such claim or allegation, and Mission Manager will have the right to participate in the defense of any such claim at its expense.
16. Limitation on Liability. MISSION MANAGER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT OR SERVICES, EVEN IF MISSION MANAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. MISSION MANAGER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10 OR, IN THE CASE OF YOU HAVE PAID FEES TO MISSION MANAGER TO ACCESS THE PLATFORM OR ANY CONTENT OR SERVICES, THE AMOUNTS PAID BY YOU TO MISSION MANAGER IN THE 3 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. YOU AGREE THAT MISSION MANAGER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, MISSION MANAGER’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Claims of Infringement. Mission Manager respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
Mission Manager, Inc.
Attn: Copyright Infringement Agent
9988 Hibert Street #308
San Diego, CA 92131
Please provide the following information to Mission Manager’s Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.
19. Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Mission Manager in San Diego County, California U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
20. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California U.S.A. as such laws apply to contracts between California residents performed entirely within California without regard to the conflict of laws provisions thereof. Subject to Section 19 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal court in the District of California, U.S.A. or in state court in San Diego County, California U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Mission Manager.
21. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Mission Manager by postal mail to the address for Mission Manager listed on the Platform. Mission Manager may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to Mission Manager in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the Platform, Mission Manager may instead provide such notice by posting on the Platform. Notices provided to Mission Manager will be deemed given when actually received by Mission Manager. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
22. Linked Sites. The Platform may contain links to third-party sites or Content that are not under the control of Mission Manager. If you access a third-party site or Content from the Platform, then you do so at your own risk and Mission Manager is not responsible for any content on any linked site or content. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Mission Manager or any group or individual affiliated with Mission Manager. You may not use on your site any Platform Content or marks appearing on the Platform in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Platform without prior written consent.
23. Additional Terms. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, including all Content and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, including all Content and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by Mission Manager under this Agreement must be in writing or later acknowledged by Mission Manager in writing. Any waiver or failure by Mission Manager to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Mission Manager of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the applicable Law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Mission Manager. Any assignment in violation of the foregoing will be null and void. Mission Manager may assign this Agreement to any party that assumes Mission Manager’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from Mission Manager, You agree to provide Mission Manager with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for Mission Manager to verify Your compliance with the terms of this Agreement and all applicable Laws. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions), 8 (Purchases), 9 (Termination and Effect), 12 (Ownership), 13 (Representations and Warranties), 14 (Disclaimers), 15 (Indemnity), 16 (Limitation on Liability), 17 (Data Privacy), 19 (Disputes), 20 (Governing Law and Venue), 21 (Notices) and 23 (Additional Terms).