Last updated: 31/01/2020
The platform located at www.Publish1st.com, (“Platform”, ”Website”) and associated software applications (“App”) are operated by Publish1st (“Publish1st”, “we”, “us” or “our” on its own behalf and on the behalf of all its affiliates. Publish1st® means Publish1st Inc., a United States of America corporation.
By using the Publish1st Services You indicate that You have read, understand and agree to be bound by this Agreement . If You do not agree to the Agreement please do not use the Publish1st Services. “You” or “your” is defined as a user of the Publish1st Services such as an author, editor, student or instructor, or an entity such as a company, organization, employer, association, university or college (“Organizational User”). Where applicable, “you” or “your” is also defined as an individual accessing a publication on the Publish1st Platform which may have been provide to you by an Organizational User.
Users using the Publish1st Services through a publication offered by an Organizational User, agree that they do so with the appropriate permissions and authority from the applicable organization.
1. RESTRICTIONS AND REQUIREMENT FOR USING Publish1st Services.
1.1 Organizational Users. Users using Publish1st Services on behalf of Organizational Users warrant that they do so with the appropriate permissions and authority to bind the Organizational User to this Agreement and further that they agree to the terms of this Agreement.
1.2 Competitors. You may not access or use the Publish1st Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Website or our App for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.3 Minors. You represent that you are at least eighteen (18) years of age and you have the legal authority to enter into this Agreement. If you are at least thirteen (13) years of age and less than eighteen (18) years of age, then your parent or legal guardian must read and accept this Agreement, consent to your use of the Publish1st Services, and agree to you providing any personal information in connection with the Publish1st Services on your behalf. This Service is not meant for users under the age of thirteen (13).
1.5 Changes to Services. We reserve the right to make changes to the Publish1st Service, at any time, with or without providing notice to you. In the event that you do not agree with any changes to the Publish1st Service your only remedy shall be to cease using the Publish1st Service.
2. YOUR PASSWORD AND ACCOUNT
2.1. Registered Users. In order to gain access to the Publish1st Services through the App or the Platform, you are required to register for an account that is accessed by a username and password (“Account”) in order to use any features of the Publish1st Services. In registering for Your Account, You agree (i) that the information You provide to us in connection with your registration will be current, complete and accurate, (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that Publish1st reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use Your Account to any third party without the prior written consent of us and (iv) not to permit any third party to use Your user name and password to access your Account or the Publish1st Services. You further agree that you are responsible for safeguarding your username and password and for all activity occurring in your Account, whether or not authorized by you, and for any breach of the security of the Publish1st Services related to the use of your user name and/or password. You should notify Publish1st immediately of any unauthorized access to your Account. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Publish1st Services if you have been previously removed by Publish1st, or if you have been previously banned from any of the Publish1st Services.
2.2. Web Enrollment and Order Forms. Obtaining access to use the Publish1st Services may be done through online purchase on the Platform or with the App (“Web Enrollment”) or by an agreement or order process with an organization (“Order Form”) that incorporates by reference this Agreement.
2.3. Grant of Rights. Upon registration and subject to the payment of any applicable fees, Publish1st grants You the limited, revocable, non-transferable, non-exclusive right to access and use the Publish1st Services (including any downloaded applications that permit interaction with the Publish1st Services and any content to which you subscribe as further described in Section 3 below) for the term provided on the Order Form or Web Enrollment and subject to any additional terms contained therein.
3. LICENSED CONENT
3.1. If you are a registered user of the Publish1st Services, you will have the ability to purchase access to specific content provided by our contributing community of authors, organizations, professors, instructors and other academic writers on a variety of topics (“Licensed Content”). You may be able to access specific Licensed Content by purchasing access to the same through the Publish1st Services using the payment portal and checkout process provided. Please note that Licensed Content is not owned by Publish1st and is the responsibility of the entity that makes it available. Licensed Content is not reviewed, assessed or any sources verified and accordingly, your use and reliance on such Licensed Content should be based on your own judgment. If you have reason to believe that any Licensed Content infringes any copyright, please refer to our Copyright Policy in Section 4 below for further information on how to inform us about it. You acknowledge and agree that Publish1st cannot guarantee the availability or continuing availability of any Licensed Content and if any Licensed Content is removed from the Publish1st Services due to infringement or alleged infringement, if you are a paying customer to such Licensed Content, you may be entitled to either: (i) a refund of the fees paid by you for such Licensed Content; or (ii) substitute content agreed with Publish1st. Such substitution or refund (or offer of the same) will be in full and final settlement of any claim you might have against Publish1st and its licensors and, to the maximum extent enforceable by law, you will not bring any proceedings or claims against Publish1st for additional compensation or otherwise.
3.2. You understand that through use of the Publish1st Services you may be exposed to Licensed Content from a variety of sources, and that Publish1st is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Licensed Content. You further understand and acknowledge that you may be exposed to Licensed Content that you consider inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us and our affiliates harmless to the fullest extent allowed by law regarding all matters related to your use of the Publish1st Services. Publish1st does not endorse any content, opinion, recommendation or advice expressed in any Licensed Content and Publish1st expressly disclaims any and all liability in connection with Licensed Content.
3.3. Although Licensed Content is generally not reviewed, assessed, or verified, and Publish1st has no obligation to review any Licensed Content, Publish1st may investigate allegations of noncompliance with these Terms or Agreement to determine in its sole discretion whether to remove any Licensed Content. Publish1st reserves the right to remove any Licensed Content at any time without notice. Publish1st also reserves the right to modify, delete, or terminate access to any Licensed Content that we believe in our sole discretion may violate the law, these Terms and/or Agreement.
3.4 In addition to Licensed Content you may have access to content owned and provided by Publish1st through the Publish1st Services (“Publish1st Content”). Although Piublish1st attempts to be as accurate as possible, it does not warrant that Publish1st Content is accurate, complete, reliable, current, or error-free. If Publish1st Content is not as described, you may request either: (i) a refund of the fees paid by you for such Publish1st Content; or (ii) substitute content agreed with Publish1st. Such substitution or refund (or offer of the same) will be in full and final settlement of any claim you might have against Publish1st and, to the maximum extent enforceable by law, you will not bring any proceedings or claims against Publish1st for additional compensation or otherwise.
3.5. You may access Licensed Content or Publish1st Content, only as permitted under this Agreement. Publish1st and its licensors reserve all rights not expressly granted in and to the Licensed Content. You understand that your use of the Publish1st Services does not grant you ownership in any Licensed Content or Publish1st Content you access through the Publish1st Services.
3.6. You agree that you will not engage in the use, copying, or distribution of any of the Licensed Content or Publish1st Content other than expressly permitted herein, including any use, copying, or distribution of any Licensed Content or Publish1st Content obtained through the Publish1st Services for any commercial purposes.
3.7. You agree not to try to circumvent, disable or otherwise interfere with security-related features or restrictions built into the systems used to provide the Publish1st Services or specific Licensed Content to prevent copying, printing or other uses of any Licensed Content or Publish1st Content.
3.8. You may not post Licensed Content or Publish1st Content, nor any answers to any homework or test questions to newsgroups, mail lists, electronic bulletin boards, homework sites, content aggregators, file storage services or any other on-line destination.
3.9. You may not reproduce any illustrations, charts, photographs, outlines, extensive text excerpts, chapters, or publications included in the Licensed Content or Publish1st Content for any use outside of the class with which the Platform and Publish1st Services is being used.
4. COPYRIGHT POLICY
4.1. We do not permit copyright infringing activities and infringement of intellectual property rights and will remove any content on the Publish1st Services if properly notified that such content infringes on another’s intellectual property rights.
4.2. If you are a copyright owner or an agent thereof and believe that any content made available through Publish1st Services infringes upon your copyright, you may submit a notification by providing our Copyright Agent with the following information in writing:
- a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- identification of the URL or other specific location on the Website where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- 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;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
You can contact our Copyright Agent via email at firstname.lastname@example.org
5.1. Suspension or Termination. You acknowledge and agree that we may, at our sole discretion, suspend or terminate your access to all or part of the Publish1st Services with or without notice and for any reason, including, without limitation, breach of these Terms of Service or the Acceptable Use Policy. Upon suspension or termination, your right to use the Publish1st Services will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Account information or User Content, as defined in Section 13 below. Publish1st shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Publish1st Service.
5.2. Effect of Termination. In the event of any termination or expiration:
- (i) All licenses and rights we granted to you hereunder shall immediately terminate;
- (ii) The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
6. FEES PAYMENT AND REFUND POLICY
6.1. Term of Purchased Publish1st Services. In consideration of the right to access and use the Publish1st Services, you agree to pay the applicable fees specified in an Order Form or Web Enrollment (the “Fees”). User subscriptions purchased by You, or for others, commence on the start date specified in the applicable Order Form or Web Enrollment and continue for the term specified therein. Fees are billed in advance and are non-refundable except as set out herein. A valid credit card or PayPal account is required for paying the Fees. You will be billed as provided in an Order Form or Web Enrollment for the applicable Fee. All Fees are exclusive of all sales, excise or use taxes, or any levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Fees are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Website, the Publish1st Services or by e-mail.
6.2. User access for Administrative Users. Unless otherwise specified in the applicable Order Form or Web Enrollment, the right to access and use the Publish1st Services is limited to the specified user.
6.3. Refunds. Publish1st will provide refunds for Publish1st Services purchased through the Platform directly by you for a period of 2 weeks subsequent to initial activation. Upon granting of a refund, your access to the Publish1st Services refunded will be immediately terminated and all records (including grades) associated with these Publish1st Services will be deleted. Refund requests are to be sent to email@example.com.
To be eligible for refunds of Licensed Content, Users may also be required to deregister for any course the Licensed Content is associated with. At time of refund, all records (including grades) associated with the Licensed Content and the associated course will be permanently deleted.
8.1. Availability. While we endeavor to ensure that the Publish1st Services are normally available 24 hours a day, we will not be liable if for any reason the Publish1st Services (or any part of it) is unavailable at any time or for any period.
8.2. Suspension. Access to the Publish1st Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
9. YOUR CONDUCT
9.1. Acceptable Use Policy. When using the Publish1st Services, you must comply with the provisions of our Acceptable Use Policy. Failure to comply with the Acceptable Use Policy could result in your account being suspended or terminated. To visit our Acceptable Use Policy, please visit our Website and select “Acceptable Use Policy” in the footer.
9.2. Data Storage. Any data or content you make available through the Publish1st Services must comply with the provisions of our Acceptable Use Policy and is subject to any data storage limit we notify you of from time to time. We reserve the right to charge for data storage which exceeds our data storage limit.
9.3. Restrictions. You agree that you will not directly or indirectly: (i) modify or create any derivative work of the Publish1st Services, documentation, or publications available on the Publish1st platform unless otherwise authorized to do so; (ii) sublicense, sell, lend, rent, lease, give, transfer, assign or otherwise dispose of all or any portion of the Publish1st Services; (iii) reverse engineer, disassemble or decompile the technology used to provide the Publish1st Services or attempt to discover or recreate the source code to the systems used to provide the Publish1st Services including our Platform, Website and Apps; or (iv) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the Publish1st Services.
10. LINKING TO OUR SITE
10.1. Linking to our Website. You may link to our Website’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
10.2. No Framing. Our Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. The website from which you are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.
11. LINKING FROM OUR SITE
11.1. Linking from Our Site. Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third party providers, and accept no responsibility for them or for any loss or damage that may arise from your use of them. By using the Website you expressly agree that we will have no liability in respect of your use of such third party links.
12. RELIANCE ON INFORMATION
12.1. Reliance on Information. We cannot offer any guarantee that any information that is posted on our Website, Platform or Publish1st Services is complete, accurate or up to date including any Licensed Content which is provided by third party authors with no review or contribution by Publish1st. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials or information by any visitor to our Website, or by any user of the Publish1st Services.
13. USER CONTENT
13.1. No Other Interest. As between Publish1st and you, you retain ownership of any content that you upload, post, transmit or display on or through the Publish1st Services including any intellectual property rights which subsist in that content (“User Content”). You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.
13.2. User Content License. By uploading, posting or displaying User Content you grant us, our partners, and affiliates a worldwide, non-exclusive, transferable, assignable, perpetual, and royalty-free license to use, host, transfer, reproduce, adapt, modify, reformat, publish, distribute, perform, display and transmit the User Content for the sole purpose of providing services to you. This license expires if you delete or remove your User Content from the Platform or your access to Publish1st Services is terminated. In addition, we shall be permitted to use anonymized User data both during and after the term of this Agreement to optimize our service and for any other lawful purpose. In no event will such data include any personally identifiable information.
13.3. User Content Compliance. Any User Content posted or shared by you on our Platform or through the use of the Publish1st Services must comply with Our Acceptable Use Policy. It is a condition of the Agreement that Your User Content does not contain any material which is the confidential information of any third party or which is defamatory, obscene or otherwise unlawful. You represent and warrant that your User Content does not slander, defame, or libel any other person and that it does not contain any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. Publish1st reserves all rights and remedies against any users who violate these Terms and Agreement.
13.4. Necessary Rights. It is a condition of the Agreement that you have all the necessary rights and consents to grant the licenses set out at in section 13.2 and to upload User Content to our System. In particular, you must ensure that you have obtained any necessary consents, including parental consents, relating to the use of images of minors and/or vulnerable adults. You represent and warrant that your User Content does not violate or infringe any third-party intellectual property rights or proprietary rights, including but not limited to, any copyrights, trademarks, patents, trade secrets, privacy rights, or publicity rights.
13.5. Removal of User Content. We have the right at our sole discretion to remove any User Content that, we feel in our judgment does not comply with the Agreement or may violate any third party copyrights, trademarks or other intellectual property or proprietary rights. We are not responsible for any delay or failure in removing such User Content. If you post User Content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us. We do not monitor all content uploaded, posted or published on our Platform or through the Publish1st Services. If You believe that any content uploaded, posted or published is defamatory and/or breaches these Terms or the Agreement or infringes your intellectual property rights please contact us at firstname.lastname@example.org. We may require you to provide additional information to help us assess your concern and correctly identify information to be removed.
13.6. Indemnification. You agree to indemnify and hold Publish1st, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of User Content you submit, post to, email, or otherwise transmit onto the Platform or through the Publish1st Services, your use of the Publish1st Services or your breach of these Terms or the Agreement.
14. INTELLECTUAL PROPERTY RIGHTS
14.1. Our Intellectual Property. We are the owner or a licensee of all intellectual property rights in the technology used to provide the Publish1st Services and our licensors and their licensors are owners of all Licensed Content on Publish1st Services. All rights are reserved. Nothing in these Terms gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of our intellectual property, in whole or in part, except as is expressly permitted herein.
14.2. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the Publish1st Services any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Publish1st Services more generally.
15. DISCLAIMERS AND LIMITATIONS OF LIABILITY
YOUR USE OF THE WEBSITE, PLATFORM, APPS AND Publish1st SERVICES IS AT YOUR OWN RISK. NEITHER Publish1st, NOR ITS LICENSORS (WHICH INCLUDES AUTHORS AND PUBLISHERS) AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE USE OF THE WEBSITE, PLATFORM, APPS, AND Publish1st SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Publish1st SERVICES AND LICENSED CONTENT OR AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF ANY CONTENT ON THE Publish1st SERVICES. Publish1st CANNOT ENSURE THAT CONTENT OR OTHER DATA DOWNLOADED FROM THE WEBSITE, PLATFORM, APPS OR Publish1st SERVICES WILL BE FREE OF VIRUSES OR DESTRUCTIVE FEATURES. INFORMATION AND CONTENT PROVIDED ON THE WEBSITE, PLATFORM, APPS AND Publish1st SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Publish1st OR THROUGH OR FROM USE OF THE Publish1st SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. THE WEBSITE, PLATFORM, APPS, AND Publish1st SERVICES AND LICENSED CONTENT IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. Publish1st DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY AND ALL THIRD PARTIES INCLUDING ITS LICENSORS. YOU AGREE THAT YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, PLATFORM, APPS, OR Publish1st SERVICES IS TO CEASE USE. IN NO EVENT WILL Publish1st, ITS LICENSORS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF Publish1st HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS AND USE THE WEBSITE, LICENSED CONTENT OR THE Publish1st SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO Publish1st’S RECORDS, PROGRAMS, SERVICES OR SYSTEMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS Publish1st’S AND ITS LICENSORS’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN CONTAINED, IN NO EVENT WILL Publish1st OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER CAUSE OF ACTION, IN EXCESS OF THE TOTAL FEES PAID BY YOU FOR THE RIGHT TO ACCESS AND USE THE Publish1st SERVICES AND LICENSED CONTENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION. This Section 15 will apply to the maximum extent permitted under applicable law.
All notices given by you to us must be given to Publish1st at email@example.com. We may give notice to you at either the e-mail or postal address you provide to us on your Order Form or Web Enrollment. Notice will be deemed received and properly served immediately when posted on the Publish1st Services, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
You may not transfer, assign, or charge any of your rights or obligations arising under the Agreement, without our prior written consent.
If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
19. COMPLIANCE WITH LAWS
Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction in connection with its activities under the Agreement.
20. VIOLATION OF TERMS OR AGREEMENT
You agree that any violation of these Terms or the Agreement by you will cause irreparable harm to Publish1st for which monetary damages would be inadequate and consent to Publish1st obtaining injunctive or equitable relief in addition to any other remedies Publish1st may have at law or in equity.
No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
22. ENTIRE AGREEMENT
These Terms of Service and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing and notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected.
23. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflict of law rules, and you agree to the submission of any dispute arising hereunder to the Federal or State courts located within the State of Connecticut and to the personal jurisdiction by an venue in the Federal and State courts of Connecticut for the purpose of resolution of any claim hereunder.