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TERMS & CONDITIONS

Overview

This website is operated by Katty Kay and Claire Shipman. Throughout the site, the terms “we”, “us” and “our” refer to Katty Kay and Claire Shipman. Katty Kay and Claire Shipman offer this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms and Conditions”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Condition apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms and Conditions carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms and Conditions. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms and Conditions are considered an offer, acceptance is expressly limited to these Terms and Conditions.

Any new features or tools which are added to the current site shall also be subject to the Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

SECTION 1 – ONLINE STORE TERMS

By agreeing to these Terms and Conditions, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 – PRODUCTS OR SERVICES

This website and the Services are owned by us, our licensors or other third-party providers and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary-rights laws. These Terms permit you to use this website and the Services for your personal, non-commercial use only.

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Refund Policy.

Refund Policy: Unless otherwise stated, we do not issue refunds.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer.

All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 7 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms and Conditions.

SECTION 8 – THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 – PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy.

SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Katty Kay, Claire Shipman, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Katty Kay, Claire Shipman and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 – SEVERABILITY

In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).

Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

SECTION 18 – GOVERNING LAW

These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of New York, United States.

SECTION 19 – CHANGES TO TERMS AND CONDITIONS

You can review the most current version of the Terms and Conditions at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.

SECTION 20 – CONTACT INFORMATION

Questions about the Terms and Conditions should be sent to us at support@learnconfidencecode.com.

Group Service

GROUP SERVICE : OVERVIEW

These terms and conditions (these “Terms”) apply to your participation in the group-collaboration service (the “Group Service”) provided by Authoritive. These terms are between you and Authoritive, a Delaware corporation (referred to as “Company”, “us”, “we”, or “our” as the context may require) and are subject to change by us without prior written notice at any time, in our sole discretion.

The latest version of these Terms will be posted on the Company’s website (the “Website”) at /terms-and-conditions, and you should review these Terms before using the Group Service. Your purchase of the Group Service and your continued use of the Group Service constitute your acceptance of and agreement to these Terms. Your continued use after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

GROUP SERVICE : 1. FEES

You will be charged a one-time fee to access the Group Service. Under no circumstances will the Company refund such fee.

GROUP SERVICE : 2. ACCESS

Your access to the Group Service will be for a period of up to twelve months. However, the Company may extend or terminate your access to the Group Service at the Company’s discretion without notice (except as may be required by applicable law). The Company reserves the right to modify, suspend, or discontinue the Group Service, or any part of the Group Service, at any time and without notice (except as may be required by applicable law). The Company will not be liable to you should the Company exercise such rights, even if your ability to use the Group Service is impacted by the change.

GROUP SERVICE : 3. INTERACTION WITH OTHER USERS

As part of the Group Service, you might interact with other users of the Group Service (“Third-Party Users”). Such Third-Party Users may provide you with content or materials (“Third-Party Content”). All Third-Party Content and statements and/or opinions expressed in Third-Party Content are solely the opinions and the responsibility of the Third-Party User providing Third-Party Content. Third-Party Content does not necessarily reflect the opinion of the Company, and the Company is not responsible, or liable to you or any third party, for any Third-Party Content. The Company does not warrant the accuracy, completeness, or usefulness of any Third-Party Content. Any reliance you place on Third-Party Content is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on Third-Party Content by you or any other user of the Group Service, or by anyone who may be informed of any Third-Party Content.

GROUP SERVICE : 4. NOTIFICATIONS

You have the option to elect to receive notifications from the Company or Third-Party Users (“Notifications”) through your choice of one or more possible methods, including, but not limited to, Facebook, text message, or the Company’s other services. If you choose to receive Notifications through a method that involves fees or other charges, you will be responsible for paying such fees or other charges.

GROUP SERVICE : 5. TERMS OF USE AND PRIVACY POLICY

Your use of the Group Service is subject to the Company’s Terms of Use [INSERT LINK] (the “Terms of Use”) and Privacy Policy [INSERT LINK] (the “Privacy Policy”), which are incorporated herein by reference. In the event of any conflict between these Terms and the Terms of Use or Privacy Policy, these Terms shall prevail.

Associate Program (Affiliates)

ASSOCIATE PROGRAM : OVERVIEW

Any person or entity that participates or attempts to participate in the associate marketing program (the “Associate Program” and such person or entity, “you”, or an “Associate”) of Katty Kay and Claire Shipman (“we”, “our”, or “us”, as applicable) must accept these Associate Program Terms and Conditions (these “Terms”) without change. By registering for the Associate Program, you agree to the Terms, therefore please read them carefully.

ASSOCIATE PROGRAM : 1. Description of the Associate Program

The Associate Program permits you to place links to our content on your website, social media platform, or other platform (referred to herein as your “Site”). The links must properly use the special “tagged” link formats we provide and comply with these Terms (“Special Links”).

When a user of your Site clicks through the Special Links and purchases a product sold or services offered by us (such products or services, “Products”), you can receive a percentage of qualifying purchases, as further described in Section 3. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Associate Program (“Program Content”).

ASSOCIATE PROGRAM : 2. Associate Program Compliance Requirements

You must comply with these Terms to participate in the Associate Program and receive fees.
You must promptly provide us with any information that we request to verify your compliance with these Terms.

If you violate these Terms, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under these Terms, whether or not directly related to such violation without notice and without prejudice to any right of ours to recover damages in excess of this amount.

ASSOCIATE PROGRAM : 3. Fees

We will pay to you a referral fee based on Qualifying Revenue (as defined below) in connection with a “Qualifying Purchase”. A “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your Site to our website; and (b) the customer purchases and pays for a Product.

For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any processing fees, taxes (e.g. sales tax and VAT), service charges, credits, rebates, credit card processing fees, and bad debt.

Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of these Terms, or any policies, appendices, specifications, guidelines, schedules, and other rules referenced in these Terms (“Program Policies”).

Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Associates Program: (a) any Product purchased after termination of your participation in the Associates Program, (b) any Product order where a cancellation, return, or refund has been initiated, and (c) any Product purchase that is not correctly tracked or reported because the links from your Site to our website are not properly formatted.

We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking and creating and distributing to you our reports summarizing any fees earned by you during the preceding calendar quarter.

We will pay you all fees payable to you in U.S. Dollars approximately 30 days following the end of each calendar quarter in which they were earned. We will pay you such fees by the method we and you have agreed upon in writing. To arrange the method of payment, please send an email to support@learnconfidencecode.com.

Payments made to you, as reduced by all deductions or withholdings described in these Terms, will constitute full payment and settlement to you of amounts payable under these Terms. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under these Terms.

ASSOCIATE PROGRAM : 4. Customers

Our customers are not, by virtue of your participation in the Associate Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Products, you will state that those customers must follow contact directions on our website to address customer service issues.

ASSOCIATE PROGRAM : 5. Warranties

You represent, warrant, and covenant that (a) you will participate in the Associate Program and create, maintain, and operate your Site in accordance with these Terms, (b) neither your participation in the Associate Program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Associate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in these Terms, (e) you will not participate in the Associate Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of any country where you are domiciled or operate; (f) you will comply with all U.S. export and re-export restrictions, and applicable non-U.S. export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Associate Program is accurate and complete at all times. You can update your information by sending an support@learnconfidencecode.com.

We do not make any representation, warranty, or covenant regarding the amount of fees you can expect at any time in connection with the Associate Program, and we will not be liable for any actions you undertake based on your expectations.

ASSOCIATE PROGRAM : 6. Identifying Yourself as an Associate

You must clearly state the following, or any substantially similar statement previously allowed under these Terms, on your Site: “I earn a fee from qualifying purchases made through this link.”Except for this disclosure, you will not make any public communication with respect to these Terms or your participation in the Associates Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by these Terms.

ASSOCIATE PROGRAM : 7. Term and Termination

The term of these Terms will begin upon your registration for Associates Program. Either you or we may terminate these Terms at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided. You can provide termination notice by sending an email to support@learnconfidencecode.com. In addition, we may terminate these Terms or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of these Terms, (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of these Terms; (c) we believe that we may face potential claims or liability in connection with your participation in the Associates Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Associates Program; (e) your participation in the Associates Program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with these Terms or the activities performed by either party under these Terms; (g) we have previously terminated these Terms (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (h) we have terminated the Associates Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 6 will be deemed a material breach of these Terms.

We may hold accrued but unpaid fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).

Upon any termination of these Terms, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with these Terms, except that the rights and obligations of the parties under Sections 4, 5, 6, 7, 8, 9, 10, 12, and 13 of these Terms, together with any payable but unpaid payment obligations under these Terms, will survive the termination of these Terms. No termination of these Terms will relieve either party for any liability for any breach of, or liability accruing under, these Terms prior to termination.

ASSOCIATE PROGRAM : 8. Ownership of Content

As between you and us, all Program Content, content located on our website, or content in Products (“Content”) is owned by us and is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Other than as explicitly set forth herein, you are not granted any license to use, copy, sublicense, sell, distribute, modify, or create or distribute works derived from Content.

ASSOCIATE PROGRAM : 9. Disclaimers

The associates program, our website, any products, any special links, link formats, content, the product advertising api, data feed, product advertising content, our and our affiliates’ domain names, trademarks and logos, and all technology, software, functions, materials, data, images, text, and other intellectual property rights, information and content provided or used by or on behalf of us or our affiliates or licensors in connection with the associates program (collectively the “service offerings”) are provided “as is”and “as available”. Neither we nor any of our affiliates or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise, with respect to the service offerings. We and our affiliates and licensors disclaim all warranties with respect to the service offerings, including any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement and any warranties arising out of any law, custom, course of dealing, performance, or trade usage. We may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither we nor any of our affiliates or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. Neither we nor any of our affiliates or licensors will be responsible for (a) any errors, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures or (b) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your site or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the service offerings will create any warranty not expressly stated in these terms. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (x) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (y) any investments, expenditures, or commitments by you in connection with your participation in the associates program, or (z) any termination or suspension of your participation in the associates program. Nothing in this section 7 will operate to exclude or limit warranties, liabilities, or representations that cannot be excluded or limited under applicable law.

ASSOCIATE PROGRAM : 10. Limitations on liability

neither we nor any of our affiliates or licensors will be liable for indirect, incidental, special, consequential, exemplary damages, or any loss of revenue, profits, goodwill, use, or data arising in connection with the service offerings, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with the service offerings will not exceed the total fees paid or payable to you under these terms in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with these terms. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.

ASSOCIATE PROGRAM : 11. Indemnification

to the maximum extent permitted by applicable law, we will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your site (including your use of any service offering) or your violation of these terms, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes, (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, (c) your use of any service offering, whether or not such use is authorized by or violates these terms or applicable law, (d) your violation of any term or condition of these terms (including any program policy), or (e) your or your employees’or contractors’ negligence or willful misconduct. We or our nominee may take legal action and perform any procedural act on behalf of any amazon party, including through special mandate, to exercise or defend a legal claim or for the protection of rights, including for the purpose of enforcing this section.

ASSOCIATE PROGRAM : 12. Governing Law

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ASSOCIATE PROGRAM : 13. Taxes

We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Associates Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

ASSOCIATE PROGRAM : 14. Additional Provisions

We may send you emails relating to the Associates Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program,(b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with these Terms, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see our Privacy Policy located at /privacy.

You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in these Terms, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under these Terms can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.

You may not assign these Terms, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, these Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

These Terms incorporates, and you agree to comply with, the most up-to-date version of the Program Policies, including any updates of the Program Policies from time to time. In the event of any conflict between these Terms and any Program Policy, these Terms will control. These Terms (including the Program Policies) are the entire agreement between you and us regarding the Associates Program and supersede all prior agreements and discussions.

Whenever used in these Terms, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.

Any information relating to us or any of our affiliates that we provide or make accessible to you in connection with the Associates Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under these Terms and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.

You and we are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of these Terms, you will be deemed to have taken the action yourself.

ASSOCIATE PROGRAM : 15. Modification

We reserve the right to modify any of the terms and conditions contained in these Terms at any time and in our sole discretion by posting a change notice, revised Terms, or revised Program Policy on the Associates Site or by sending notice of such modification to you by email to the primary email address then currently associated with your Associates account. The effective date of such change will be the date specified, which will be no less than seven calendar days from the date the notice is provided. Your continued participation in the associates program following the effective date of such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, your only recourse is to terminate these terms in accordance with section 7.