TERMS OF USE

 Last Updated: November 14, 2024

Hill Point Industries LLC (d/b/a Gorilla Commerce) (“Gorilla Commerce ,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our website located at https://chinasights.com/ (the “Website”), and purchase products that are made available for purchase through the Website (“Products”), subject to the following terms and conditions (“Terms of Use”).

By visiting our Website, and/or purchasing our Products, you acknowledge that you have read, understood, and agree to be legally bound by these terms of use and the terms and conditions of our privacy policy (the “Privacy Policy”), which are hereby incorporated into these terms of use and made a part hereof by reference (collectively, the “Agreement”). If you do not agree to any of the terms in the agreement, you may not access or use the Website and/or purchase our Products.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity. 

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Website, Products, or to modify the Agreement, at any time and without prior notice.  If we modify the Agreement, we will post the modification on the Website.  By continuing to access or use the Website and/or purchasing Products after we have posted a modification on the Website, you are indicating that you agree to be bound by the modified Agreement.  If the modified Agreement is not acceptable to you, your only recourse is to cease using the Website and/or purchasing our Products.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1. USE OF PERSONAL INFORMATION

Your use of the Website and/or purchase of our Products may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at [insert link to privacy policy]), which is hereby incorporated by reference in its entirety. 

2. ELIGIBILITY 

The Website is available only for individuals aged 18 years or older.  If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

3. GIVEAWAYS, CONTESTS AND SWEEPSTAKES

From time to time, we may conduct or administer giveaways, contests and/or sweepstakes through our Website and/or our social media channels. All such giveaways, contests and sweepstakes shall be subject to additional terms, conditions and rules that will be made known to you before you participate in the applicable giveaway, contest and/or sweepstake.

4. TERMS AND CONDITIONS OF SALE

 Your purchase and use of our Products will also be governed by the following terms and conditions of sale:

• Product Descriptions. We attempt to be as accurate as possible with Products descriptions, prices, warnings, and disclaimers.  However, we do not warrant that Product descriptions, prices, warnings, and disclaimers are accurate, complete, reliable, current or error-free and we reserve the right, in our sole discretion to make changes to the Product descriptions and/or pricing at anytime without notice. We reserve the right to discontinue any Products at any time. We cannot guarantee that your computer monitor’s display of any Product color will be accurate. Certain Products may be available exclusively online through the Website. These Products may have limited quantities and are subject to return or exchange only according to our Return Policy available at https://chinasights.com/. We reserve the right, but are not obligated, to limit the sales of our Products to any person, geographic region or jurisdiction and we may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products that we offer. Any offer for any Product made on this Website is void where prohibited. In the event that a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing, we shall have the right to refuse or cancel any orders placed for Products listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card has been charged.  If your credit or debit card has already been charged for the purchase and your order is cancelled, we shall promptly issue a credit to your credit or debit card account in the amount of the charge.  We apologize for any inconvenience this may cause you.

• Product Pricing. The price for Products available for purchase through the Website will be displayed to you on the Website in US dollars. The prices displayed include all fees and taxes, except for applicable state taxes and fees and shipping charges which are calculated and displayed at checkout. 

• Payment. When you purchase Products through the Website, you shall pay all applicable fees in connection with your purchase. We use various third party payment processors (each, a “Third Party Payment Processor”) to process your payment. More details on our current Third Party Payment Processors is available to you on the applicable payment screen when you make the purchase. You warrant and represent that you are the valid owner or an authorized user, of the credit card or payment account that you provide to such Third Party Payment Processor, and that all information you provide is accurate. If payment is not received from your credit card issuer or any other payment facility, you hereby agree to pay all amounts due upon demand.  You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance.  All transactions on the Website will take place in U.S. dollars.

We reserve the right to change any of the fees that we charge including any Product pricing, or to institute new or additional fees, at any time upon notice to you.

• Shipping & Returns.  Our shipping and returns policy is available at https://chinasights.com/

5. INTELLECTUAL PROPERTY

We retain all right, title and interest in and to the Website, all software and other technology relating to any of the foregoing, all any content or materials made available through any of the foregoing, together with all intellectual property rights embodied therein (“Content”). The Content may be owned by us or our licensors, and is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other intellectual property rights or laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement and the functionality of the Website. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary or legal notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content outside the Website in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access the Website automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Gorilla Commerce (the “Gorilla Commerce  Trademarks”) used and displayed on the Website, including but not limited to, Gorilla Gear, Gorilla Grip, Gorilla Guard, Home Genie, Kangaroo, lalaLOOM, Mighty Monkey, Ninja, Rugged Rhino, Sofa Shield, The Connecticut Home Company, and Wonderfoam are registered and unregistered trademarks or service marks of Gorilla Commerce. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Gorilla Commerce  Trademarks, the “Trademarks”).  Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of Gorilla Commerce  Trademarks inures to our benefit.

Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

6. COMMUNITY GUIDELINES

Our community, like any community, functions best when its people follow a few simple rules.  By accessing and/or using the Website, and/or purchasing the Products, you hereby agree to comply with the following guidelines: 

• You will not use the Website for any unlawful purpose;
• You will not access or use the Website to collect any market research for a competing businesses;
• You will not upload, transmit, or otherwise make available any content that:
  • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
  • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website;   
• You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Website;
• You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
• You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means.  

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Website, or any portion thereof, without notice.

7. ACCOUNT CREDENTIALS

In order to purchase Products through our Website, you may be required create an account by providing current, complete and accurate information as prompted by the online account creation process and by selecting a password (collectively, the “Account Credentials”). When creating your account, you must provide true, accurate, current, and complete information.  Each Account Credential can be used by only one user. You are responsible for the confidentiality and use of your Account Credentials.  You will promptly inform us of any need to deactivate or change any Account Credential or of any actual or suspected unauthorized use of any Account Credential or your account, or any other breach of security relating to the account.  We reserve the right to delete or change your Account Credential at any time and for any reason.  You represent and warrant that the information you provide to us during the account creation and at all other times will be true, accurate, current, and complete.

8. USER GENERATED CONTENT

From time to time, we may allow you to post reviews, comments, or similar materials on the Website (collectively, the “User Generated Content”). We cannot and do not review it all — we are merely acting as a passive conduit for distribution of the User Generated Content to other users of our Website.  That said, we may remove User Generated Content that violates the terms of this Agreement, or that is offensive or otherwise unacceptable to us in our sole discretion.

You expressly acknowledge and agree that once you submit User Generated Content through our Website, it will be accessible by other users of the Website, and that there is no confidentiality or privacy with respect to such User Generated Content, including, without limitation, any personal information that you may make available. YOU, AND NOT GORILLA COMMERCE, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER GENERATED CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITE.

You retain all copyrights and other intellectual property rights in and to the User Generated Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your User Generated Content as reasonably necessary to provide the Website. We reserve the right in our sole discretion to post, or otherwise make available your User Generated Content on any other third-party  and/or channels through which our products are made available for purchase.

If you submit User Generated Content to us, each such submission constitutes a representation and warranty to Gorilla Commerce (i) that such User Generated Content is your original creation (or that you otherwise have the right to provide the User Generated Content), (ii) that you have the rights necessary to grant the license to the User Generated Content under the prior paragraph, (iii) that it and its use by Gorilla Commerce and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, vulgar, defamatory, threatening, abusive, scandalous, unlawful, or obscene material or content that violates the terms of this Agreement or encourages a criminal offense, (iv) that such User Generated Content shall not contain a review or any portion thereof that you were paid to write either directly or indirectly, and/or (v) that except as otherwise permitted by us in writing, such User Generate Content will not contain any advertising, promotional, solicitation or other commercial material.

9. FEEDBACK

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Website (collectively, the “Feedback”).  Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information.  With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you. 

10. NO WARRANTIES; LIMITATION OF LIABILITY

NONE OF GORILLA COMMERCE OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “GORILLA COMMERCE PARTIES”) ENDORSE ANY CONTENT PROVIDED THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY PRODUCTS IDENTIFIED, MENTIONED OR REVIEWED ON THE WEBSITE AND ANY USER GENERATED CONTENT.  EXCEPT AS EXPRESLLY SET FORTH IN THESE TERMS OF USE, NONE OF THE GORILLA COMMERCE PARTIES HAS ANY RESPONSIBILITY OR LIABILITY FOR ANY RESULTS CAUSED BY USING THE WEBSITE, CONTENT, USER GENERATED CONTENT, AND/OR ANY PRODUCTS IDENTIFIED, MENTIONED OR REVIEWED ON THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY DEATH, BODILY INJURY OR HEALTH PROBLEMS YOU MAY SUFFER. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE DOES NOT APPLY TO CONSUMERS LOCATED IN NEW JERSEY.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF USE, THE WEBSITE, THE PRODUCTS AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER GORILLA COMMERCE NOR GORILLA COMMERCE’S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND GORILLA COMMERCE  HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. 

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE PRODUCTS, AND/OR THE CONTENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE PRODUCTS AND/OR THE CONTENT SHALL BE LIMITED TO THE PRICE YOU HAVE PAID FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM OR ONE HUNDRED DOLLARS ($100), AS APPLICABLE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE.  WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE ANY TIME WITHOUT NOTICE.

11. EXTERNAL SITES

The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the Website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

12. INDEMNIFICATION 

You will indemnify, defend, and hold Gorilla Commerce  and its shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Gorilla Commerce Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Gorilla Commerce   Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement; (ii) your misuse of the Website, Content, any Product, and/or User Generated Content; (iii) your negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; and/or (iv) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.

13. COMPLIANCE WITH APPLICABLE LAWS

The Website is based in the United States.  We make no claims concerning whether the Website, the Content and/or the User Generated Content may be viewed or be appropriate for use outside of the United States.  If you access the Website, the Content, and/or the User Generated Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

14. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Website, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. 

15. DIGITAL MILLENNIUM COPYRIGHT ACT

Reporting Claims of Copyright Infringement 

We respect the intellectual property rights of others and attempt to comply with all relevant laws.  We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.  Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Copyright Agent

hello@gorillagrip.com

If you believe that your work has been copied on any of the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Counter-Notification Procedures

If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above). 

Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the Act.

16. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Website, the Products, or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”).  NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules.  Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

17. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.

19. CONTROLLING LAW; EXCLUSIVE FORUM

The Agreement and any action related thereto will be governed by the laws of the State of Connecticut without regard to its conflict of laws provisions.  The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of Connecticut, for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

20. MISCELLANEOUS

If the Agreement is terminated in accordance with the termination provision in Section 13 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect:  “Intellectual Property,” “User Generate Content,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.” 

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  You may not assign this Agreement without our prior written consent. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.