This Commercial Use Subscription Agreement (this “Agreement”) is a binding contract between the person(s) and/or entity(ies) named in the Subscriber information portion of the order submission/form (the “Subscriber”) and Location Inc. Group Corporation (d/b/a Location Inc.), a corporation with a principal place of business at 86 Shrewsbury Street, Worcester, MA 01604-4625 (“Location Inc”). This Agreement contains the terms and conditions to which the Subscriber agrees to be bound concerning the Subscriber’s use of Location Inc's internet, information, and related data, reports, and services, including, without limitation, NeighborhoodScout®, HometownGuides®, www.neighborhoodscout.com, www.locationinc.com, and related sites and information sources; all text, data, information, materials, reports, rankings, software, and graphics contained or provided in any form or media that may be accessible to the Subscriber; email, correspondence, or data provided by Location Inc or its agents to the Subscriber; all updates, enhancements and modifications thereto; and all intellectual property contained or referenced therein (collectively, the "Location Inc Network"). When the Subscriber clicks the "submit" or similar button/link to subscribe on the order page for commercial use, or takes action by which the Subscriber agrees to subscribe to any portion of the Location Inc Network for commercial use (the “Subscription”), the Subscriber acknowledges that the Subscriber: (1) has read and understands, and has the capacity and authority to enter into, this Agreement; (2) agrees to timely make all payments in accordance with the Subscription and this Agreement; and (3) agrees to be bound by all the terms and conditions of the Subscription and this Agreement. Location Inc may change the terms and conditions of this Agreement at any time and without individual notice to the Subscriber. The Subscriber accepts the obligation to review this Agreement and any changes made prior to each use of the Subscription and Location Inc Network. By using the Subscription and the Location Inc Network after any such changes occur, the Subscriber signifies the Subscriber’s acceptance of the changes and the Subscriber’s agreement to be bound by them.
By registering for the Subscription, the Subscriber represents and warrants that all registration information is true, complete, and accurate, and the Subscriber agrees to notify Location Inc promptly of any changes to the registration information.
The Subscription and the Subscriber’s associated payment obligations are recurring. The Subscriber expressly authorizes Location Inc to bill the Subscriber based on the Subscriber's selected Subscription plan, as affected by the terms and conditions of this Agreement, as the same may be amended from time to time. Subscription fees and all others fees and charges associated with the Subscription (including, but not limited to, any applicable federal, state, and local taxes) will be billed (a) automatically to the credit card provided by the Subscriber when registering for the Subscription ("the Credit Card") or (b) pursuant to such other payment arrangement that Location Inc, in its sole discretion, agrees upon in writing. All amounts are billed in U.S. dollars at the beginning of each renewal period. To the extent that payment is made through the Credit Card, charges will appear on the Subscriber’s Credit Card statement as "NeighborhoodScout" or such other name as Location Inc may use from time to time. If the Credit Card is a VISA or MasterCard and the number or expiration date for the Credit Card changes for any reason (e.g., a new number is obtained because the Credit Card expired, was stolen, etc.), that updated information may be automatically passed on from the Credit Card issuer to Location Inc, and if Location Inc receives such information, it will be treated by Location Inc as if it were originally furnished by the Subscriber. To learn more about this service being provided by the Credit Card issuer, please contact them directly. Notwithstanding, the Subscriber must promptly notify Location Inc if any information related to the Credit Card (or information related to the Subscriber’s other method of payment agreed upon by Location Inc, if applicable) changes or is no longer valid or of any other change to the information the Subscriber provided Location Inc regarding the Credit Card (or the Subscriber’s other method of payment agreed upon by Location Inc, if applicable), including, but not limited to, changes to the billing address or other pertinent contact information. Absent such notification, Location Inc will assume that all of the information related to the Credit Card (or other method of payment agreed upon by Location Inc, if applicable) remains valid and will submit to the Credit Card processor (or other payment source agreed upon by Location Inc, if applicable) all information that it requires for approval and/or payment, both when the Subscriber initially subscribes and upon the commencement of each renewal of the Subscription. If any Subscription fees or other charges billed to the Credit Card are declined and not promptly and fully paid for any reason whatsoever (or if such other method of payment agreed upon by Location Inc. is not promptly and fully paid for any reason whatsoever), time being of the essence, Location Inc shall have the right to suspend the Subscription and/or access to the Location Inc Network until such Subscription fees or other charges are paid in full, and/or to take such other and further action as Location Inc deems necessary, in its sole discretion, including, without limitation, terminating the Subscription without any refund to the Subscriber. The Subscriber agrees to pay all costs (including pre-judgment and post-judgment attorneys' fees) incurred by Location Inc in collecting any unpaid Subscription fees or other charges.
The Subscription is recurring; it will be automatically extended for successive renewal periods of the same duration as the Subscription term originally selected, at the then-current non-promotional subscription rate. Location Inc reserves the right, from time to time, to notify the Subscriber of, and apply, increases in Subscription rates for any additional or renewal periods and Location Inc does not guaranty continued application of the original Subscription rate for any additional or renewal periods. Subscription fees shall apply whether or not the Subscriber actually uses the Subscription and/or the Location Inc Network. Subscription fees are nonrefundable. If the Subscriber is dissatisfied with the Subscription and/or the Location Inc Network (including, but not limited to, its performance or availability), the Subscriber’s only remedy is to cancel the Subscription, as set forth herein.
The Subscription and associated billing is recurring and will not automatically terminate (unless otherwise expressly agreed upon in writing by Location Inc, in Location Inc’s sole discretion, prior to the commencement of the Subscription); the Subscriber is responsible for taking affirmative action to terminate the Subscription and associated Subscription payment obligations by following the termination link on the Subscriber’s member and/or login page, or at such other location on the Location Inc Network as from time to time shall be identified for the termination of subscriptions. To access the Subscriber’s member and/or login page, the Subscriber should sign in and then click on the My Account link at the top right corner of any page. The Subscriber should then follow the link(s) and/or instruction(s) to terminate the Subscription. Location Inc will not process any termination, and the Subscription shall continue to be active, recurring, and subject to billing, if it is submitted otherwise, including via email, telephone, or some other manner. If the Subscriber terminates in accordance with the termination requirements set forth on the Subscriber’s member and/or login page, the Subscriber will enjoy Subscription benefits until the end of the then-current Subscription term and be obligated to pay in full for the same; the Subscription will not continue or be renewed after the expiration of the then-current Subscription term. In no event, however, will the Subscriber be entitled to any reimbursement whatsoever, including, without limitation, any prorated refund of any Subscription fees (or any portion thereof) billed and/or paid for the then-current Subscription term or any previous Subscription terms. Location Inc may immediately cancel the Subscription and/or access to the Location Inc Network, without notice or liability, if it determines in its sole discretion that: (i) the Subscriber has breached any term or condition of the Subscription and/or this Agreement; or (ii) the use of or access to the Subscription and/or the Location Inc Network violates any applicable law or regulation or otherwise inhibits any other subscriber from using or accessing the same. None of the foregoing limits any other legal, equitable, or contractual rights available to Location Inc. Location Inc may, in its sole discretion, choose not to renew or otherwise extend the Subscription at any time during the Subscription term. In that event, the Subscription will cease and will not automatically renew, or be eligible for renewal or extension, at the end of the then-current Subscription term, but the Subscriber will be obligated to pay in full for the then-current Subscription term and the Subscriber will not be entitled to any reimbursement whatsoever, including, without limitation, any prorated refund of any Subscription fees (or any portion thereof) billed and/or paid for the then-current Subscription term.
Location Inc will provide to the Subscriber, for the selected period of the Subscription and applicable renewals and extensions thereof (but subject to earlier suspension and/or termination as provided for herein), certain location matching and information searching services and certain accompanying locality information services in accordance with the Subscription and this Agreement. Location Inc grants the Subscriber a revocable, non-transferable, non-exclusive, limited license to use those portions of the Location Inc Network to which the Subscriber is granted access. The Subscriber may use the Subscription to view and print certain electronic or hard copies of pages and reports from the Location Inc Network, or portions thereof, to which the Subscription applies. The Subscription, including the data, images, and information accessed via the Location Inc Network and pursuant to the Subscriber’s Subscription, are solely for the Subscriber’s use and subject to the terms and conditions of the Subscription and this Agreement.
Based upon the Subscriber’s specifically selected Subscription, the Subscriber may access a maximum number of unique views, reports, and/or information concerning neighborhoods (by census tract) and individual schools (within a district) during each monthly time period and/or monthly renewal time period. The anniversary date for such monthly time period(s) shall be the Subscriber’s order date. If the Subscriber procures, views, and/or accesses the maximum number of unique views, reports, and/or information concerning neighborhoods (by census tract) and individual schools (within a district) allowed under the Subscription in any one monthly time period and/or any monthly renewal period: (a) regardless of the time remaining on the Subscription and/or the monies the Subscriber may have paid or pre-paid to Location Inc, the Subscriber will not be able to procure, view, and/or access any additional unique Subscriber views, reports, and/or information until the next monthly time period (or renewal period), (b) the Subscriber may, but need not, purchase a new or additional subscription to enable the Subscriber to procure, view, and/or access additional unique Subscriber views, reports, and/or information during that monthly time period (or renewal period) and prior to the next monthly time period (or renewal period), (c) the Subscriber may enjoy unlimited views of information generally available to non-subscribers, and (d) the Subscriber may continue to access subscriber-only views, reports, and/or information concerning neighborhoods (by census tract) or individual schools (within a district) previously procured, viewed, and/or accessed by the Subscriber during that particular monthly time period or renewal time period. For example, if the Subscriber orders on June 15 a Subscription permitting access to two hundred fifty (250) unique reports per month, and during the time period June 15 through July 5 the Subscriber accesses two hundred (200) unique neighborhood reports and fifty (50) unique individual school reports, then: (a) the Subscriber will not be able to view any additional unique Subscriber reports until July 15, unless the Subscriber purchases a new or additional subscription to enable the Subscriber to view more than two hundred fifty (250) unique Subscriber reports per monthly time period, (b) the Subscriber may continue to access unlimited views of information generally available to non-subscribers, and (c) the Subscriber may continue to access subscriber-only reports previously procured, viewed, and/or accessed by the Subscriber since June 15 (i.e., during that same monthly time period).
Unless expressly stated otherwise, all modifications, alterations, restrictions, reductions, augmentations, and/or enhancements of the Subscription and/or the Location Inc Network shall be subject to this Agreement. The Subscriber is responsible for obtaining access to the Location Inc Network by maintaining an Internet connection, at the Subscriber’s sole expense, and the Subscriber understands that such connection may require the Subscriber to pay fees not included in the Location Inc Subscription charge(s).
Location Inc agrees to support the Subscription and associated Location Inc Network content for the term to which the Subscriber has subscribed, excepting reasonable interruptions, including, without limitation, those due to maintenance of the Location Inc Network, personnel transitions, mechanical difficulties, equipment failure, technical problems, and/or high traffic on the Location Inc Network.
Location Inc provides its information and services to the Subscriber subject to this Agreement, which may be modified, altered, and/or updated by Location Inc from time to time without notice to the Subscriber. The most current version of Location Inc's Commercial Use Subscription Agreement can be reviewed on the Location Inc Network.
Resale and/or redistribution of any information, products, and/or services from Location Inc and/or the Location Inc Network is strictly prohibited. Systematic retrieval to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory from and/or with respect to the Location Inc Network, without the express written permission of Location Inc, is strictly prohibited. Except as expressly set forth in this Agreement, the Subscriber may not (i) modify, publish, broadcast, or circulate the Subscription and/or the Location Inc Network, or any portion thereof (including, but not limited to, any view, download, or printed copies made from it); (ii) reverse engineer, decrypt, disassemble, or decompile any object code or algorithms or create derivative works from the Subscription and/or the Location Inc Network; (iii) sublicense, sell, or resell the Subscription and/or the Location Inc Network to any third party, or (iv) remove, obscure, deface or otherwise interfere with any proprietary or restrictive notice or legend contained in or included on any part of the Subscription and/or the Location Inc Network. The Subscriber also agrees not to access or copy any portion of the Subscription and/or the Location Inc Network through any automated viewing, downloading or crawling systems. The Subscriber may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, data or images obtained from the Location Inc Network or in any way accessed through the Subscription.
In the event Location Inc determines there has occurred any breach or violation of this Agreement and/or the Subscription, Location Inc may at any time, without notice and without refund: (i) revoke or limit the use of the Subscription and/or the Location Inc Network (or any portion of it); and/or (ii) change or terminate the Subscription and/or access to the Location Inc Network (or any portion thereof). Location Inc also reserves the right to impose, and the Subscriber agrees to pay to Location Inc immediately through the Credit Card (or within seven (7) days of Location Inc invoicing the Subscriber, time being of the essence, in the event (i) the Credit Card does not allow such payment(s) to be fully processed and delivered to Location Inc or (ii) Location Inc agreed to accept payment other than by means of a credit card), Twenty Nine and 99/100 Dollars ($29.99) for each and every view and/or report that Location Inc deems was viewed and/or accessed in violation of the Subscription and/or this Agreement.
The Subscriber agrees that the Subscriber’s right to use the Subscription, the Location Inc Network, and any related information or services are specific to the Subscriber and the Subscriber may not in any manner whatsoever sub-license, re-sell, transfer, or assign this Agreement, the Subscription, or any related rights and/or obligations to any party without the express written consent of Location Inc. Except with Location Inc’s express written consent, the Subscription and/or access to the Location Inc Network may not be transferred or shared with any other entity or person other than the Subscriber’s officers and/or employees, provided that: (i) such persons have read and agree to be bound by the terms and conditions of the Subscription and this Agreement; (ii) the Subscription is not simultaneously used by more than one person at any given time; and (iii) the Subscriber agrees to be responsible for any use and/or misuse of the Subscription by such persons.
Although Location Inc has attempted to ensure the accuracy, reliability, and timeliness of the information and/or services contained on the Location Inc Network, all of such information and/or services is provided on an "as is" basis, without warranties of any kind or nature, either express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, ownership, accuracy of content, and absence of viruses and damaging or disabling code. Location Inc, its partners, shareholders, directors, officers, employees, principals, licensors, licensees, successors and assigns do not warrant that the Location Inc Network, any other linked websites, or any of the information or services they respectively contain is complete, accurate or error-free, nor that the systems that host and/or transmit the same are free of viruses or other harmful components. Location Inc does not promise or warrant to the Subscriber that any aspect of the Location Inc Network, and any linked websites or related services and/or systems, will work properly or be available continuously. Location Inc has no obligation to update the Location Inc Network or to correct any errors or omissions that might be contained in it.
Past performance of a property, neighborhood, or geographic area, and/or information contained in a report, rating, or other medium, does not guarantee future performance. Location Inc shall not be responsible for purchase, lease, financing, investment, or other decisions, damages, or losses resulting in any way from the use of the Subscription and/or the Location Inc Network. The Subscriber further expressly agrees that the information, ratings, data, and other content contained in any report or on any page of the Location Inc Network is a work of art and, as such, no guarantees are expressed or implied, including with regard to the suitability of any location, neighborhood or area for the purchase, financing, leasing, renting, and/or use of real property.
By using the Subscription, the Location Inc Network, and any related services and/or systems (including, without limitation, NeighborhoodScout), the Subscriber expressly understands and agrees that such use is at the Subscriber’s own risk, and that Location Inc, its partners, shareholders, directors, officers, employees, principals, licensors, licensees, successors and assigns will not be liable to the Subscriber or any other person or entity for any loss, expense, cost, or damage, including but not limited to consequential, incidental, special or punitive damages, and/or lost profit or revenue, however it may arise, which results directly or indirectly from the use of, or reliance upon, the information obtained, downloaded, linked, or otherwise accessed through the Location Inc Network, and any related services and/or systems (including, without limitation, NeighborhoodScout). The Subscriber further expressly understands and agrees that the Subscriber will be solely responsible for any damage to the Subscriber’s computer system or loss of data or other harm that results from the transfer, downloading, and/or other connection to, from, and/or with the Location Inc Network, and any related services and/or systems (including, without limitation, NeighborhoodScout).
In no event will Location Inc or any person or entity involved in creating, producing, or distributing reports, data, rankings, and/or content related to the Subscription and/or the Location Inc Network be liable in contract, in tort (including for its own negligence) or under any other legal theory (including strict liability) for any damages, including, without limitation, direct, indirect, incidental, special, punitive, consequential, or similar damages, including, without limitation, lost profits or revenues, loss of use, or similar economic loss, arising out of the use of the Subscription and/or the Location Inc Network. In no event shall Location Inc’s total liability for all damages, losses, and causes of action, whether in contract, tort (including its own negligence) or under any other legal theory (including strict liability), exceed the Subscription fee paid by the Subscriber. The Subscriber agrees to defend (with counsel of the Subscriber’s choosing), indemnify, and hold harmless Location Inc and its affiliates and their respective partners, shareholders, directors, officers, employees, licensors, licensees, representatives, principals, agents and assigns from and against any and all claims, actions, demands, damages, costs, liabilities, losses, and expenses (including any and all attorneys' fees) arising out of (a) the use and/or misuse of the Subscription and/or the Location Inc Network, and/or (b) the breach or violation of the Subscription and/or this Agreement.
The Subscriber may be required to select a password. The Subscriber may not select any password that violates any third party's rights or is offensive, improper, and/or inappropriate. If Location Inc determines in its sole discretion that any password is offensive, improper, and/or inappropriate for any reason, Location Inc may delete that password and/or limit or terminate access to the Subscription and/or the Location Inc Network. The password is for personal use only and may not be shared with anyone (except as expressly allowed under this Agreement). The Subscriber is responsible for all use, activities, and charges associated with or arising from any use of the Subscription and/or the password, regardless of whether such use is authorized by the Subscriber. The Subscriber must promptly notify Location Inc of any unauthorized use of the Subscription and/or the password.
Location Inc®, NeighborhoodScout® and HometownGuides® are protected marks of Location Inc, and Location Inc will enforce such intellectual property rights, and all other rights, to the fullest extent of the law to prevent infringement of its protected ideas, formats, design, organization, and other original content. The data and information contained on the Location Inc Network are likewise copyrighted, and some or all of the data, information, and related services is patented or patent pending. All such intellectual property rights will be enforced to the fullest extent of the law to prevent infringement.
The Subscriber acknowledges and agrees that: the Location Inc Network, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein or associated therewith: (1) is owned by Location Inc; (2) contains valuable copyrighted material, protected marks, and/or patent-pending material and is protected by U.S. copyright, patent, and/or other intellectual property laws; and (3) is conditionally licensed, rather than sold, pursuant to the Subscription and this Agreement. The Subscriber further acknowledges and agrees that the Subscriber will not use the Subscription and/or the Location Inc Network for any unlawful or unauthorized purpose, and that the Subscriber will use reasonable efforts to protect them from illicit distribution or use.
In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of Location Inc and may not be copied, imitated, or used, in whole or in part, without Location Inc’s prior written permission. All other marks or logos not owned by Location Inc are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by Location Inc. In order to access certain areas of the Location Inc Network or to be able to receive certain additional content/materials, Location Inc may require the Subscriber to become a registered user, to become a particular subscriber, to pay certain usage, printing or other fees, and/or comply with other terms and conditions. In all such cases, the Subscription and this Agreement shall remain in full force and effect.
Location Inc may terminate the Subscription and/or this Agreement, without prejudice to Location Inc’s other rights and remedies, if: (a) the Subscriber files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the Subscriber and such petition is not dismissed within thirty (30) days of the filing date; (c) the Subscriber becomes insolvent or makes an assignment for the benefit of its creditors pursuant to any bankruptcy or other insolvency law; (d) a receiver is appointed for the Subscriber and such receiver is not dismissed within thirty (30) days of the appointment; (e) upon the occurrence of a breach of a provision other than with respect to payment, if such breach is not cured within seven (7) days after written notice identifying the matter constituting the breach, other than with respect to payment for which no prior notice or cure period is required or applicable (provided, however, that no such prior notice shall be required if termination rights are reserved to Location Inc anywhere in this Agreement without the requirement of prior notice); (f) the Subscriber fails to make full and timely payment, with no prior notice or cure period required or applicable; (g) termination is provided for in any other term or condition of this Agreement; and/or (h) upon thirty (30) days notice to the Subscriber, in Location Inc’s sole discretion.
The Subscriber hereby acknowledges that Location Inc may disclose to the Subscriber valuable confidential information concerning Location Inc, the Subscription, and/or the Location Inc Network. The Subscriber agrees to hold all such confidential information in confidence, in whole or in part, and not to disclose such confidential information to anyone except in connection with those uses that are consistent with the license granted in this Agreement. The Subscriber further agrees to use at least that degree of care which the Subscriber uses to protect the Subscriber’s own information of a similar confidential nature, but in no event less than reasonable protection. Excluded from such confidential information is information which, as proven by the Subscriber by clear and convincing evidence, was in the Subscriber’s possession without confidential limitation prior to disclosure, is known or becomes known to the general public without breach of this Agreement, is received rightfully by the Subscriber without confidentiality limitations from a third party or is disclosed publicly by Location Inc without substantially similar confidentiality restrictions. This confidentiality obligation shall survive the termination, expiration or cancellation of this Agreement for any cause whatsoever, and shall remain in force in perpetuity.
The Location Inc Network may contain information, products, and services provided by third parties and links (including advertisements) to Web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of the Subscription and/or the Location Inc Network. Location Inc does not control this information or these products, services, or Web sites, Location Inc does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites, and Location Inc shall not be liable for (a) any information or services received from, and/or processed by, them, and/or (b) transactions initiated and/or consummated with them. Inclusion of any of the foregoing in the Subscription and/or the Location Inc Network does not constitute or imply an endorsement, joint venture, authorization, sponsorship, or affiliation by or with Location Inc with respect to any third party, any third party's Web site or its content, or any information, products, or services provided by and/or through a third party.
This Agreement shall in all aspects be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts, and the obligations, rights and remedies of the parties shall be determined in accordance with such laws. The parties agree that any litigation one (or more) party(ies) commences, maintains and/or is engaged in against any other party and/or parties (whether pursuant to this Agreement or otherwise) shall be brought exclusively in the courts of the Commonwealth of Massachusetts, Worcester County, or the federal courts of the United States of America in the Commonwealth of Massachusetts, Worcester County, with any right to bring, commence, engage and/or maintain litigation in any other courts being hereby waived to the fullest extent permitted by law. Each party hereby irrevocably submits generally and unconditionally for themselves and with respect to any and all property that is the subject matter hereof, to the jurisdiction of the state courts in the Commonwealth of Massachusetts, Worcester County, or any United States federal court in the Commonwealth of Massachusetts, Worcester County. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it/they may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum.
When the Subscriber clicks the button on the Subscription page labeled "I accept this Agreement and want to confirm this order", or otherwise takes action acknowledging confirmation and/or ordering of the Subscription, the parties expressly agree that the same is equivalent to a signature by the Subscriber indicating that the Subscriber expressly accepts, and agrees to be bound by, the Subscription and this Agreement.
Unless in writing and signed by Location Inc, the waiver by Location Inc of a breach or default of any provision of this Agreement shall not be construed as a waiver of such breach and/or any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of Location Inc to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by Location Inc.
To the maximum extent possible, each provision in this Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law. If any provision (or portion thereof) of this Agreement is held to be invalid or unenforceable under applicable law, such provision (or portion thereof) shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision (or portion thereof). If such modification is not possible or allowed, then such provision (or portion thereof) shall be ineffective only to the extent of such unenforceability or invalidity without affecting the remainder of such provision or any other provisions (or any portion thereof) in this Agreement.
Subject to the assignability restrictions, prohibitions, and termination rights contained in this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, administrators, successors and assigns.
This Agreement constitutes the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements, statements, and/or representations by and/or between the parties, if any, including any representations within the Location Inc Network, and can be amended only in a writing signed by authorized representatives of both parties.
If the Subscriber is a corporation, company, or other entity, Seller represents and warrants to Location Inc that the individual acting on behalf of the Subscriber is duly authorized by all requisite corporate, shareholder, member and/or other action to have the full power and authority to execute and deliver the Subscription and this Agreement and to consummate the transactions contemplated hereby, and the Subscription and this Agreement have been duly executed and delivered and constitute legal, valid, and binding obligations of the Subscriber enforceable in accordance with their terms.
All notices required to be given to Location Inc under this Agreement must be given in writing and delivered either (a) by first class mail, electronic mail, and certified mail, return receipt requested, postage pre-paid, or (b) by first class mail, electronic mail, and Federal Express or other recognized overnight delivery service, all delivery charges pre-paid and notice to be addressed as follows: Location Inc, 86 Shrewsbury Street, Worcester, MA 01604-4625 (electronic mail: firstname.lastname@example.org). All notices required to be given to the Subscriber under this Agreement shall be given in writing and delivered either (a) by electronic mail to the address provided by the Subscriber, or (b) by first class mail and certified mail, return receipt requested, postage pre-paid, or (c) by first class mail and Federal Express or other recognized overnight delivery service, all delivery charges pre-paid and notice to be addressed to the billing address provided by the Subscriber. In no event shall notice sent to the Subscriber be deemed ineffective in the event the Subscriber provides inaccurate or incomplete address information (physical, mailing, electronic, or otherwise), or the Subscriber fails to update the same.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date the Subscriber clicks the button to submit the Subscription order or otherwise takes action acknowledging confirmation and/or ordering of the Subscription.