TERMS OF SERVICE

Terms of Service

PLEASE READ THE FOLLOWING TERMS OF SERVICE ("TERMS OF SERVICE") CAREFULLY BEFORE USING THE MONITOR.US SERVICES OR SOFTWARE. THESE TERMS OF SERVICE ARE A LEGALLY BINDING CONTRACT BETWEEN SUBSCRIBER AND MONITIS (as defined below) AND GOVERN ALL USE OF THE MONITOR.US SERVICES, SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, BOTH ONLINE AND OFFLINE (collectively "Services").

By clicking "I accept", registering with Paid Monitoring or using the Monitor.Us Service or Software, Subscriber agrees to be bound by all of the terms and conditions set out in these Terms of Service. Subscriber may then proceed to the Monitor.Us secure server to complete the registration. If Subscriber does not agree to any of these Terms of Service do not use the Monitor.Us Services or Software.

1. Definitions

"Account" means the account established with Paid Monitoring and located upon the Infrastructure, created and maintained by Subscriber in order to access the Services.

"Device" means Windows® or non-Windows servers, workstations, computers or any mobile devices upon which or through which the Services or any Software are used and / or installed.

Paid Monitoring US LLC, a Delaware corporation if the Services are sold to a Subscriber located in USA, South America, Canada and Paid Monitoring CJSC, a company organized under the laws of Armenia if the Services are sold to a Subscriber located in the European Union or elsewhere other than USA, South America or Canada (collectively Paid Monitoring), provided that the companies shall at all times only be severally liable for any obligations under these Terms of Service.

"Paid Monitoring Affiliates" means the affiliated entities within the Paid Monitoring group of companies, its employees and third party suppliers and licensors.

"Infrastructure" means the technical systems, hardware and all connected devices of Paid Monitoring or its third party suppliers.

"Virus or Malware" means programming or software code designed to damage, destroy or otherwise interfere with programs, software, and/or devices, including, but not limited to: Trojan horses; any Windows temporary files of any kind (including, without limitation, any *.p or ~*.* files); worms, and / or corrupted files.

"Software" means any downloadable client software which is provided solely for the purpose of accessing the Services.

"Subscriber" or "You" means an individual or entity (including that entities' parent or affiliated companies) to which Services are provided by and as agreed to by Paid Monitoring.

"Subscription" means the non-exclusive, non-transferable right to use the Services, as ordered by Subscriber subject to the terms of these Terms of Service.

2. Subscription

Subject to these Terms of Service, Subscriber may use the Services only in accordance with any written communication by Paid Monitoring to Subscriber, including any then-current product documentation as posted on www.monitor.us from time to time. Paid Monitoring shall make commercially reasonable efforts to provide the Services to Subscriber. These Terms of Service apply to the Subscriber that uses the Services or that installs, otherwise uses or permits the installation of the Software on one or more Devices as owned, operated or overseen by them to facilitate the provision of monitoring, reporting, or any other Services provided to Subscriber by Paid Monitoring. Throughout the Subscription period, unless terminated in accordance with the terms herein, Paid Monitoring grants Subscriber the rights to use the Services as set forth herein but only if Subscriber complies with all of these Terms of Service.

The Services are provided at no cost to the Subscriber. Subscriber understands that the operation of the Services will involve repeated access by the Services to any Device monitored as part of Subscriber's Subscription.

3. Account, security

Paid Monitoring respects your privacy and the terms of Paid Monitoring's Privacy Policy can be found at www.monitor.us/privacy-cookies-policy. To access and use the Services, Subscriber must create an Account that is protected by a username and password and Subscriber must keep any passwords and other Account details secret. Subscriber agrees to provide Paid Monitoring with accurate and complete information when registering for an Account and at all times thereafter. Paid Monitoring must be promptly notified if changes to Subscriber's information occur.

Subscriber acknowledges and agrees that it is responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the Internet; (ii) its own access to the Internet; and (iii) payment of all telephone or other fees associated with such access. Subscriber is solely responsible for access to, content in or sharing and use of its Account. Paid Monitoring shall not be liable for any loss or damage arising from any access to, or sharing and use of Subscriber's Account. In the event that Subscriber believes or suspects there has been any unauthorized access to the Account, Subscriber must notify Paid Monitoring immediately by email to [email protected].

4. Grant of right of use

The Software is licensed and not sold. During a Subscription period Paid Monitoring grants Subscriber a revocable, limited, non-transferable, non-exclusive license to access the Services and use the Software pursuant to these Terms of Service. Subscriber may install multiple copies of the Software on different Devices for the sole purpose of (i) installing them on Devices to be monitored in the course of the provision of the Services and (ii) in accordance with a Subscriber's permitted usage. These Terms of Service cover any updates, new releases or enhancement(s) of the Services and / or Software, which Paid Monitoring may make available to Subscriber from time to time in its sole discretion. Subscriber may make 1 (one) copy of the Software for back-up or archival purposes only.

Subject to the terms and conditions of these Terms of Service, Paid Monitoring shall use commercially reasonable efforts to provide the Services twenty-four (24) hours a day, seven (7) days a week throughout the applicable Subscription period. Subscriber agrees that from time to time the Services may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Paid Monitoring may undertake from time to time; or (iii) causes beyond the control of Paid Monitoring or which are not reasonably foreseeable by Paid Monitoring, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively "Downtime"). Paid Monitoring shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to Subscriber in the event of any scheduled Downtime.

5. Termination

Paid Monitoring reserves the right to suspend or terminate Subscriber's Account and refuse any and all current or future use of the Services, or any other Monitor.Us service, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of the Account and the forfeiture and relinquishment of all content in Subscriber's Account. Paid Monitoring reserves the right to terminate any Account that is inactive for a continuous period of 6 months upon prior notice of such termination. All of Subscriber's content will be immediately deleted from the Services upon cancellation. This information cannot be recovered once Subscriber's Account is cancelled.

6. Subscriber's conduct, content of data

Subscriber must comply at all times with any and all applicable local, state, federal international laws and treaties laws.

Subscriber warrants that it has obtained sufficient consent and rights (i) to access any third party's or end user's systems or networks, and (ii) to access, use and store all data and files on the Infrastructure or otherwise use via the Services such data and information. Subscriber shall not upload or otherwise provide and Paid Monitoring reserves the right, with or without notice to you, to remove any data and files from its Infrastructure that Paid Monitoring in its sole discretion believes or suspects is: (a) Virus or Malware; (b) is illegal, libellous, abusive, threatening, harmful, vulgar, pornographic, obscene; (c) is used for the purpose of spamming, chain letters or the use or dissemination of objectionable material of any kind or nature (d) is used in such a manner as to cause offense, defame or harass; or (e) infringes the intellectual property rights or any other rights of any third party.

7. Consent to use data

Subscriber's privacy is important to Paid Monitoring and Paid Monitoring shall abide by its Privacy Policy, which can be found at privacy-cookies-policy. However, Paid Monitoring reserves, in its sole discretion, the right to (i) monitor and access the Account and / or remove any data or content of data or files stored on its Infrastructure, and (ii) suspend or terminate the Account and / or Subscriber's access to the Services in the event that Paid Monitoring believes or suspects that any of the terms of the preceding paragraph or any of these Terms of Service have been breached or contravened.

Paid Monitoring and the Paid Monitoring Affiliates collect, process and use your data for the implementation and processing of the contractual relationship with you, in particular for successfully providing the Services to you. Beyond that, your data will not be used without your prior consent, in particular for advertising purposes. Non-personal data may be collected automatically to offer you first-class service, especially to facilitate and improve the provision of software updates, Support, Content and other services to Subscriber.

8. Data protection

Each party shall comply with its respective obligations under applicable data protection laws ("DPL"). Neither party shall do any act that puts the other party in breach of its obligations as per this Section, nor shall anything in these Terms of Service be deemed to prevent any party from taking any action it reasonably deems necessary to comply with DPL. Subscriber agrees that during the course of these Terms of Service: (i) in respect of data Subscriber collects, accesses or otherwise uses, Subscriber alone shall determine the purposes for which and the manner in which personal data is, or will be, processed; (ii) Subscriber is the data controller in respect of all personal data Subscriber may process; and (iii) Subscriber consents and, in the event Subscriber processes any third party data, has obtained the consent from such third party, to send its personal data to Paid Monitoring in countries outside the USA or European Union. Paid Monitoring agrees that, with Subscriber's express consent, it is the data processor in respect of the personal data processed as provided by Subscriber. Subscriber warrants and undertakes that any instructions given by Subscriber to Paid Monitoring will at all times be in accordance with the requirements of DPL. Subscriber shall fully indemnify Paid Monitoring against any loss, damages, liability and costs (including attorneys' fees) incurred by Paid Monitoring as a result of any breach of DPL by Subscriber.

Paid Monitoring shall comply with requests for information from legitimate judicial, legal or regulatory authorities or pursuant to any court order or a subpoena, discovery request or other lawful process that Paid Monitoring receives. Paid Monitoring may comply with these subpoenas or court orders with or without notice to Subscriber. Subscriber agrees that Paid Monitoring may disclose any information held about Subscriber or via Subscriber to legitimate or legal authorities. For more information regarding how Paid Monitoring uses your data, please see Paid Monitoring privacy policy, which can be found at privacy-cookies-policy.

9. Restrictions

Except as otherwise expressly provided under these Terms of Service, Subscriber shall have no right and Subscriber shall not permit any third party to: (i) harm, disrupt or otherwise engage in activity that diminishes the Paid Monitoring brand, Services, or Infrastructure; (ii) use the Services in a manner that results in excessive bandwidth or storage or exceeds the permitted usage, as solely determined by Paid Monitoring, (iii) transfer, assign or sublicense the limited rights granted to Subscriber in these Terms of Service to any other person, or entity, or use the Services other than as authorized; any such attempted transfer, assignment, sublicense or unauthorized use shall be void; (iv) make error corrections to or otherwise modify or adapt the Service or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services or of any files contained or generated using the Services by any means whatsoever or otherwise reduce the Services to human-readable form, except to the minimum extent expressly permitted under applicable law notwithstanding this restriction; (v) use or permit the Services to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Paid Monitoring; or (vi) attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in the Services; or (vii) use the Services in any manner not expressly authorized herein; or (viii) alter, remove or fail to reproduce any proprietary notices from the Services; or (ix) misrepresent any person or entities' identity, impersonate any person or attempt to gain access to any Account, the Infrastructure or the networks or property of any third person, without authorization.
Fair Usage - Monitor.Us reserves the right to impose any and all limitations and restrictions as it deems necessary, at its sole discretion, if it deems that a User's activity on the Monitor.Us platform is in excess of expected fair usage of the Service and/or may cause a degradation of Service to other users. Subject to this Fair Usage Policy, the number of monitors for Uptime monitoring is limited to 100 and the number of agents for Server/device monitoring is limited to 20 agents (each agent is limited to 20 monitors). If you need uptime monitors or server/device monitors in excess of these limits please upgrade to Paid Monitoring, Monitor.Us premier version, directly from your Monitor.Us dashboard.

10. Service updates

Some Services require, for optimum use and Paid Monitoring may provide to Subscriber, in a number of formats (feeds, definition files etc.), content that is automatically synchronised or updated from time to time with Paid Monitoring's servers or systems ("Content"). Such Content may be provided for a limited time, from time to time, in accordance with an applicable Service. Subscriber consents that the respective Services will automatically contact Paid Monitoring to receive Content and, in addition, if and when any of the following events occur: (i) the Service is successfully installed by Subscriber; (ii) Subscriber fails to install the Service successfully; (iii) the Service has been successfully configured and / or (iv) the Service is uninstalled. Subscriber acknowledges and consents that any data collected may be sent to any Paid Monitoring office or Paid Monitoring Affiliates for processing in locations, depending on location of Subscriber, throughout the USA or the European Union in accordance with the provisions of section 8. You may be required to download Software and the Services may automatically update the Software installed on any Device when a new version is available.

The Service may include certain communications from Paid Monitoring, such as service announcements, administrative messages and newsletters. Subscriber understands that these communications shall be considered part of using the Services and that Subscriber will not be able to opt out of receiving them. Further, Paid Monitoring reserves the right to send electronic mail to Subscriber, informing you of changes or additions to the Terms of Service.

11. Intellectual property rights

The Services are protected by world-wide copyright, trademark, patent and other intellectual property laws and treaties and belong to Paid Monitoring, its licensors and any applicable Paid Monitoring Affiliates. Subscriber acknowledges that (i) rights in the Services are licensed (not sold) to Subscriber, and (ii) that Subscriber shall have no rights or title in, or to, the Services other than the right to use them in accordance with the terms of these Terms of Service and (iii) Open Source and / or third-party software may be incorporated into the Services. Paid Monitoring, its licensors and any applicable third parties, own all title, copyright, and other intellectual property rights in and to the Services. The Services, in all formats existing, are a trade secret of and proprietary to Paid Monitoring, its suppliers and / or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. Subscriber shall not disclose the confidential aspects of the Services to third parties.

12. Third party components, open source

Part of the Services may incorporate third party proprietary software and / or services. If and to the extent such third party services or software are an integral part of the Services, such third parties shall be deemed Paid Monitoring Affiliates and these Terms of Service shall apply to such Paid Monitoring Affiliates. If and to the extent Subscriber contracts independently with independent third parties, the terms of such third party contract shall apply to the relationship between Subscriber and such independent contractor and Paid Monitoring shall have no liability in respect thereof. In addition, part of the Services may incorporate and consist of third party open source software ("Open Source"), which Subscriber may use under the terms and conditions of the specific license under which the open source software is distributed. Subscriber agrees that Subscriber will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s). Any Open Source provided with or contained in the Services is provided by Paid Monitoring "AS IS" and without any warranty of any kind.

13. Disclaimer of warranties

THE SERVICES ARE PROVIDED TO SUBSCRIBER ON AN "AS IS" AND "AS IS AVAILIBALE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY AND THE REMEDIES HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WARRANTIES FOR LATENT OR HIDDEN DEFECTS. MONITIS DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, MONITIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES PROVIDED IN RESPECT OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF THIS EXCLUSION IS NOT PERMITTED BY LAW, MONITIS LIMITS ANY EXPRESS, STATUTORY OR IMPLIED WARRANTIES AS TO DURATION TO THE EXTENT OF THIS LIMITED WARRANTY AND THE REPAIR OR REPLACEMENT REMEDY AS DETERMINED BY MONITIS IN ITS SOLE DISCRETION.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MONITIS OR THE MONITIS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES,THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF SERVICE, UNDER ANY THEORY OF LAW OR FAULT OF MONITIS OR ANY OF THE MONITIS AFFILIATES, AND EVEN IF MONITIS OR ANY OF THE MONITIS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS. MONITIS EXLCUDES ANY LIABILITY FOR FAILURE TO REPAIR ANY SERVICES. Notwithstanding the foregoing, the maximum cumulative liability that Paid Monitoring shall incur hereunder, whether arising by statute, contract, tort or otherwise, shall be limited to the actual price paid by Subscriber to Paid Monitoring for the respective Service which forms the basis of the claim during the twelve month period prior to the date when the applicable claim arose.

15. INDEMNIFICATION

Subscriber agrees to indemnify, defend, and hold Paid Monitoring and the Paid Monitoring Affiliates, harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorneys' fees, expert fees and out-of-pocket expenses) in connection with (i) Subscriber's use of the Services, (ii) Subscriber's violation of these Terms of Service, (iii) Subscriber's violation of any third-party rights, including any intellectual property rights, (iv) Subscriber's misuse or fraudulent use of credit and debit cards, (v) any claims that the Services or any party thereof were exported or otherwise shipped or transported by Subscriber in violation of applicable laws, rules and regulations, or (vi) any claim of misuse of the Services, including but not limited to any claim that Subscriber is storing illegal files or data in its Account.

16. Modifications

Paid Monitoring may change these Terms of Service from time to time without prior notice. The current Terms of Service are always available at terms. Upon any change in the terms and conditions of these Terms of Service, Paid Monitoring will notify you by posting the changes as a start-up screen following your account log-on. If Subscriber agrees to be bound by the changes, Subscriber must again click the "I Accept" button on this start-up screen. If Subscriber does not click the "I Accept" button, the previously accepted version of the Terms of Service shall continue to govern.

17. Effect of termination

Without prejudice to any other rights, Paid Monitoring may suspend or terminate, in part or in whole, without notice, Subscriber's use of the Services and these Terms of Service if Subscriber does not abide by its terms, in which case Subscriber must cease all use of the Services, destroy all copies (including any components) of the Services, or, at Paid Monitoring's request, return such copies to Paid Monitoring. Sections 6, 8, 9, 11, 13, 14, 15, 18, and 24 shall survive any termination of these Terms of Service.

18. Entire agreement

These Terms of Service (as may be amended by time to time) is the entire agreement between Subscriber and Paid Monitoring relating to the Services and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or Support services. To the extent the terms of any policies or programs conflict with the terms of these Terms of Service, the terms of these Terms of Service shall prevail and control. In addition, the terms set out in these Terms of Service shall prevail and control over any and all additional or conflicting terms or provisions contained in any document of Subscriber's, whether set out in an Order or alternative license, and any and all such additional or conflicting terms shall be void and shall have no effect. If these Terms of Service are translated into a language other than English and there are conflicts between the translations, the English version shall prevail and control.

19. Governing law

(a) If Subscriber purchased the Services in or are habitually resident within the USA, South America or Canada, these Terms of Service shall be governed by, subject to and construed in accordance with the laws of the State of New York, excluding its conflict of laws provisions and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in New York County, New York, or (b) If Subscriber purchased the Services in or is habitually resident elsewhere, these Terms of Service shall be governed by, and construed in accordance with, the laws of England and Wales and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in London, England, and the parties waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to these Terms of Service or the transactions contemplated hereby.

THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS OF SERVICE.

20. Publicity

Subscriber agrees that Paid Monitoring may refer to the name of Subscriber name or corporation as a customer of Paid Monitoring, both internally and in externally published media. Subscriber may opt out of this by sending a request to [email protected].

21. Export controls

Subscriber agrees that the Services will not be used, shipped, transferred or exported into any country or to anyone: (i) which the EU or UN has embargoed goods; (ii) where the national legislation of the relevant EU Member State has embargoed goods; (iii) listed in any enacted Common Position on restrictive measures imposed by the EU; (iv) on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (v) in any manner prohibited by the EU Common Foreign and Security Policy, the United States Export Administration Act, or any other export laws or regulations. By using the Services, Subscriber represents that Subscriber is not located in, under the control of, or a national or resident of any such country or on any such list and Subscriber takes full and sole responsibility for such use.

22. U.S. government rights

If Subscriber is obtaining Software on behalf of any part of the United States Government, the Software and any documentation shall be deemed "Commercial Off the Shelf Software" and "Commercial Computer Software Documentation," respectively, pursuant to DFAR Section 227.7202 and FAR 12.212 and 52.227-19, as applicable. Any use, modification, revision, release, performance, display or disclosure of the Software shall be governed solely by the terms of these Terms of Service.

23. Equitable relief

The parties agree that irreparable damage would occur if any provision of these Terms of Service were not performed in accordance with the terms hereof and that Paid Monitoring shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which Paid Monitoring are entitled at law or in equity.

24. Miscellaneous

The delay or failure of either party to exercise any right provided in these Terms of Service shall not be deemed a waiver. These Terms of Service: (i) may not be amended by Subscriber, but Paid Monitoring may amend these Terms of Service from time to time and shall post any amended Terms of Service on its website at www.monitor.us, (ii) constitutes the entire understanding between the parties with respect to the subject matter of these Terms of Service and supersedes all written and oral prior agreements, negotiations and discussions between the parties relating to it, and (iii) is for the sole benefit of Paid Monitoring and Subscriber and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms of Service. If any provision of these Terms of Service shall be held to be illegal, void or unenforceable by any court of competent jurisdiction or arbitral tribunal, such provision shall be of no force and effect and shall not impair the enforceability of any other provision of these Terms of Service and the parties agree that the relevant provision shall be deemed replaced by such provision which is binding and enforceable and which differs as little as possible from the non-binding and/or non-enforceable provision, taking into effect the object and purpose of these Terms of Service. Except as expressly set forth herein, the remedies of the parties under these Terms of Service are cumulative and will not exclude any other remedies to which the respective party may be lawfully entitled. All notices must be in writing and shall be mailed by registered or certified mail (effective on the third day following the date of mailing), or sent via email to [email protected] (with evidence of effective transmission). Subscriber may not assign, pledge or otherwise transfer these Terms of Service, nor any rights or obligations hereunder in whole or in part to any entity. Paragraph headings are for convenience and shall have no effect on interpretation.