TERMS OF USE

Welcome, and thank you for your interest in Technovation (“We” or “Us”), which owns and operates the websites located at https://techstage19.wpengine.com http://iridescentlearning.org/ and https://www.curiositymachine.org/ and http://www.technovationchallenge.org/ (the “Websites”). The following Terms of Use are a legal contract between you (“You”) and Technovation regarding Your use of the Websites.

PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR

“TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY TECHNOVATION. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITES, AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME BY TECHNOVATION IN CONNECTION THEREWITH, INCLUDING ANY MOBILE APPLICATIONS OFFERED BY TECHNOVATION (COLLECTIVELY, THE “SERVICE”). BY USING THE WEBSITES OR THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE WEBSITES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE YOUR CONSENT TO YOUR CHILD’S REGISTRATION WITH THE WEBSITES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE IN RESPECT OF THEIR USE OF THE WEBSITES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE WEBSITES OR THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE WEBSITES.

  1. Acceptance of Terms.

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Websites by Technovation. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Technovation from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

You represent and warrant that if you are an individual, you are of legal age to agree to these terms and conditions or you are age thirteen (13) or older and have your parents’ permission to do so, and that all registration information you submit (including any details you submit for a parent or guardian) is accurate and truthful. Technovation may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

  1. Modification of Terms of Use.

Technovation reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Websites or by sending you an email. Technovation may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

  1. Privacy

Technovation’s current Websites privacy statement is located at https://technovation.org/privacy-policy/ and is incorporated into these Terms of Use.

  1. Rules and Conduct.

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content, or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Technovation or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; constitutes unauthorized or unsolicited advertising, junk, spam or bulk e-mail (including without limitation any postings to third party social media sites which are linked to the Websites or the Service);
  • involves commercial activities and/or sales without Technovation’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Technovation or any third party; or
  • impersonates any person or entity, including any employee or representative of Technovation.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Technovation in its sole discretion) an unreasonable or disproportionately large load on Technovation’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Technovation may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); or (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Websites.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except (A) for any part of the Service which is licensed under an open source or similar license or (B) to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service except where license permits, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Technovation reserves the right to remove any Content from the Websites or the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Technovation is concerned that you may have violated the Terms of Use), or for no reason at all.

  1. Registration

The Websites are not available to any users who were previously suspended from using the Websites or removed from the Websites by Technovation, or any persons under the age of thirteen (13) whose registration has not been approved by a legal parent or guardian. By accepting these Terms of Use or by registering for an account on any of the Websites, You represent that (1) You have not previously been suspended from using the Websites or removed from the Websites by Technovation, (2) that You are either at least thirteen (13) years of age or Your parent or guardian has consented to Your use of the Websites, and (3) that Your registration and use of the Websites is in compliance with all applicable laws and regulations.

As a condition to using certain aspects of the Service, you will be required to register with Technovation and select a password and username (“Website Username”). You shall provide Curiosity Machine with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Website account. You shall not (i) select or use as a Website Username a name of another person with the intent to impersonate that person; (ii) use as a Website Username a name subject to any rights of a person other than you without appropriate authorization; (iii) use as a Website Username a name that is otherwise offensive, vulgar or obscene; or (iv) use another User’s account without permission.

If you create an account on the Websites through a third-party connection or log-in, for example through Facebook, Google+, or Twitter, or by “following,” or “liking” any of the Websites or the Service on a third party social media site, etc., that third party may pass certain information about your use of its services to Technovation Learning. You acknowledge that Technovation and this third party may share information, in accordance with Technovation’s Privacy Policy, the policies of any third party, and your confidentiality settings on the third party service.

You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords with your account. You must notify Technovation immediately of any breach of security or unauthorized use of your account. Technovation will not be liable for any losses caused by any unauthorized use of your account.

Technovation reserves the right to refuse registration of, or cancel a Curiosity Machine Username in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Curiosity Machine password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Technovation in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

  1. Child Users

If You are a User of the Websites and are under the age of 13 (“Child User”), You may not register an account for the Websites without consent and approval from your legal parent or guardian. A Child User that begins the registration process for himself or herself without a Parent User may have the registration process restricted until a Parent User approves or assumes responsibility for the Child User account. Additionally, a Child User may use the Websites if registered through certain educational organizations or, in certain cases (as defined below), by Coaches that have entered into a relationship directly with Technovation and through which education organization or Coach the legal parent and/or guardian of such Child User has consented to use of the Websites. Further, in certain instances, a Child User may use our Websites via one of the third party applications that integrate into or with the Websites. A Child User that has registered through such external educational organizations, third party applications, or Coaches will only be permitted to use the Websites for so long as Technovation reasonably believes that such access has been consented to by the Child User’s parent or guardian.

  1. Parent Users.

If You are at least 18 years of age and you are the legal parent or guardian of a child that seeks to register as a Child User of the Websites, You may register a parent account on the Websites (“Parent User”). As a Parent User, you may create, register, manage and approve Child User accounts only for your own child(ren) or child(ren) for whom you are a legal guardian. IF YOU REGISTER, APPROVE THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY CHILD USER, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH CHILD USER’S LEGAL PARENT OR GUARDIAN AND YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH CHILD USER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE WEBSITES BY THE CHILD USER. You acknowledge that Technovation may choose, but is not obligated, to make any inquiries, either directly or through third parties, that Technovation deems necessary to validate Your registration information, including without limitation engaging third parties to provide verification services. Technovation reserves all rights to take legal actions against anyone who misrepresents personal information or is otherwise untruthful about their identity. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT TECHNOVATION CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER AND IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER, INCLUDING ANY USER’S CLAIM TO BE A PARENT USER, OR TO VERIFY THAT A PARENT IDENTIFIED BY A CHILD USER DURING REGISTRATION IS SUCH CHILD USER’S ACTUAL PARENT OR GUARDIAN. A Parent User account, along with all associated Child User accounts, may be terminated by Technovation at any time and without warning for any failure to abide by these Terms.

  1. Third Party Sites.

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Websites. When you access third party websites, you do so at your own risk. These other websites are not under Technovation’s control, and you acknowledge that Technovation is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Technovation or any association with its operators. You further acknowledge and agree that Technovation shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

  1. No Emergency Services

You expressly agree and understand that the Service is not intended to support or carry emergency or time-critical calls or communications to any type of hospital, law enforcement agency, medical care unit or any other kind of emergency or time-critical service (“Emergency Services”). Technovation, its affiliates or staff are in no way liable for such emergency calls or communications. By agreeing to these Terms of Use you understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, you acknowledge and accept your responsibility to purchase, separately from the Service, traditional wireless or wireline telephone service and other means of communication intended for access to Emergency Services. You recognize and agree that Technovation is not required to offer Emergency Services or access thereto pursuant to any applicable local and or national rules, regulation or law. You further acknowledge that Technovation is not a replacement for your primary telephone service or any other means of communication.

  1. Technovation and Site Content

You agree that the Service contains Content specifically provided by Technovation or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.

You may, to the extent the Websites expressly authorize you to do so, download or copy the Content, and other items displayed on the Websites for download, for personal use only, provided that you maintain all copyright and other notices contained in such Content. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Technovation, or from the copyright holder identified in such Content’s copyright notice.

  1. User Submissions

The Service may provide you with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, “Posting”) data, text, photographs, graphics, visualizations, videos, audio clips, written forum comments, designs, know-how, ideas, inventions or other information or content, to the Service (“User Submissions”).

The User Submissions you create remain yours. This includes any content submitted to Curiosity Machine, and any ideas, apps, business plans, and related materials submitted through Technovation Challenge. However, by sharing User Submissions through the Service, you agree to allow others to view, edit, and/or share your User Submissions in accordance with this Agreement. Technovation has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

By submitting User Submissions to Technovation, by Posting User Submissions on or at any of the Websites or otherwise through the Service, or displaying, publishing, or otherwise Posting any content on or through the Websites or the Service, you:

  • represent and warrant that you own or otherwise control all rights to such User Submissions and that disclosure and use of such User Submissions by Technovation (including without limitation, publishing content on or at the Websites) will not infringe or violate the rights of any third party; and
  • acknowledge and agree that: (i) Technovation shall have the right to reformat, excerpt, or translate your User Submissions; (ii) all information publicly posted or privately transmitted through the Websites is the sole responsibility of the person from which such content originated; (iii) Technovation will not be liable for any errors or omissions in any content; and (iv) Technovation cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

You hereby grant Technovation a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Submissions and your name, voice, and/or likeness as contained in your User Submissions, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Technovation’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels, and grant Technovation license to incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback that you provide to Technovation relating to the operation of the Service. Technovation does not claim and does not seek any ownership rights in apps, business plans, and related materials submitted through Technovation Challenge.

You also hereby grant each User of the Service a nonexclusive license to access your User Submissions through the Service, and to use, display, reproduce and perform such User Submissions solely as permitted through the functionality of the Service and under this Agreement. Technovation does not endorse and has no control over any User Submission. Technovation cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service and all User Submissions provided by you are at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Technovation has no obligation to monitor the Websites, the Service, Content, or User Submissions. Technovation may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission), or for no reason at all.

Under no circumstances will Technovation be liable in any way for any Content or User Submissions, including, but not limited to, any errors or omissions in any Content or User Submissions, or any loss or damage of any kind incurred in connection with use of or exposure to any Content or User Submissions posted, emailed, accessed, transmitted or otherwise made available via the Service. Technovation is not responsible for any data which is deleted (either intentionally or unintentionally) at the direction of any user.

  1. Termination

Technovation may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by contacting Technovation. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

  1. Warranty Disclaimer

Technovation has no special relationship with or fiduciary duty to you. You acknowledge that Technovation has no control over, and no duty to take any action regarding: which users gains access to the Websites; what Content you access via the Websites; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Technovation from all liability for you having acquired or not acquired Content through the Websites. The Websites may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Technovation makes no representations concerning any content contained in or accessed through the Websites, and Technovation will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Websites.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TECHNOVATION, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT: (A) THAT THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THAT ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE INTEGRITY OR SECURITY OF ANY USER SUBMISSION OR OTHER DATA PROVIDED TO THE SERVICE; OR (E) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): TECHNOVATION MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE WEBSITES OR ANY WEBSITE LINKED TO THE WEBSITES. Technovation will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Technovation’s equipment, transmitted over networks accessed by the Websites, or otherwise connected with your use of the Service.

  1. Indemnification

You shall defend, indemnify, and hold harmless Technovation, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Websites, the Service, Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Technovation reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Technovation in asserting any available defenses.

  1. Digital Millennium Copyright Act

It is Technovation’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Technovation as set forth in the DMCA.

Technovation will promptly terminate without notice Your access to the Websites if You are determined by Technovation to be a “repeat infringer.” A repeat infringer is a User who has been notified by Technovation of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Websites more than twice.

  1. General Content Disclaimer

Technovation makes no representations or warranties concerning the appropriateness, accuracy, reliability, usefulness, completeness, or timeliness of any Content, and you should not rely on the Content for any purpose. No Content is intended to substitute for personal advice from a qualified professional. When applicable, always seek the advice of a qualified professional, and never disregard professional advice or delay in seeking it because of any Content.

By using the Service, you agree that Technovation shall not be responsible for (1) any Content, (2) any person’s reliance on any such Content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or otherwise as a result of your use of the Service.

  1. Limitation of Liability

IN NO EVENT SHALL TECHNOVATION, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  1. International/Non-California Use

Technovation makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

  1. Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Technovation agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

  1. Integration and Severability

The Terms of Use are the entire agreement between you and Technovation with respect to the Service and use of the Websites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Technovation with respect to the Websites. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

  1. Miscellaneous

Technovation shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Technovation’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Technovation’s prior written consent. Technovation may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.