EMERGE MEDIA POLICIES

Effective May 8, 2018

MISSION STATEMENT.

To provide a platform for developing artists & students that enables them to work and collaborate with educators and working professionals whose mission is to serve through expanding access and opportunities worldwide; to explore and acquire the knowledge, techniques and skills required to cultivate and refine their discipline.

A platform that also serves visionaries and enables them to reach their full potential and mastery by manifesting their ideas, expertise and creative solutions through our collective expertise & transformative technology, accessible worldwide.

There are many ways one can use our Services – to allow Customers to connect to experts via live video and chat for the purpose of learning, rehearsing and honing their craft. As you use our Services, we want you to be clear how we’re using information and the ways in which you can protect your privacy.

Our Mission is to instill trust and confidence in addition to providing the best training that we can to our students/ viewers.

 

 

TERMS & CONDITIONS

The content of Emerge Media (EMERGE) is for general information purposes only and does not constitute advice. EMERGE tries to provide content that is true and accurate as of the date of writing; however, we give no assurance or warranty regarding the accuracy, timeliness, or applicability of any of the contents. Visitors to EMERGE should not act upon its content or information without first seeking appropriate professional advice.

EMERGE is not intended to be a source for advice without consultation. Visitors to EMERGE should always seek the advice of an appropriately qualified professional through EMERGE. EMERGE assumes no responsibility for information contained on this website and disclaims all liability in respect of such information. In addition, none of EMERGE content will form any part of any contract between us or constitute any type of offer by EMERGE. Specific disclaimers may apply in addition to certain content or parts of the site.

EMERGE accepts no responsibility for and excludes all liability in connection with browsing this website, use of information or downloading any materials from it, including but not limited to any liability for errors, inaccuracies, omissions, or misleading or defamatory statements. The information at this website might include opinions or views which, unless expressly stated otherwise, are not necessarily those of EMERGE or any associated company or any person in relation to whom they would have any liability or responsibility.

All content and information at EMERGE might be changed or updated without notice. EMERGE might also make changes or improvements at any time without notice.

This website is provided “as is” and EMERGE expressly disclaims any and all warranties, express or implied, to the extent permitted by law, including but not limited to warranties of satisfactory quality, merchantability, or fitness for a particular purpose, with respect to the service or any materials.

EMERGE hereby excludes liability for any claims, losses, demands, or damages of any kind whatsoever with regard to any information, content, or services provided at our website, including but not limited to direct, indirect, incidental, or consequential loss or damages, compensatory damages, loss of profits, or data, or otherwise.

Limitations of Liability

EMERGE will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

These limitations of liability apply even if EMERGE has been expressly advised of the potential loss.

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit.

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable. If you do not think they are reasonable, you must not use this website.

Other Parties

You accept that EMERGE is an entity that has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against EMERGE shareholders, officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect EMERGE shareholders, officers, employees, agents, subsidiaries, successors, assigns and sub-contractors, including Jeremiah O’Brian.

Unenforceable Provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Disclaimer of Endorsement

Reference within this site to any specific commercial or non-commercial product, process, or service by trade name, trademark, manufacturer or otherwise does not constitute or imply an endorsement, recommendation, or favoring by EMERGE.

References to books, software, websites, or products as “Recommended by EMERGE” are specific suggestions only and do not necessarily constitute or imply an endorsement.

Disclaimer for Links to External, Third Party Websites

Links to external, or third-party websites, are provided solely for visitors’ convenience. Links taken to other sites are done so at your own risk and EMERGE accepts no liability for any linked sites or their content. When you access an external website, keep in mind that EMERGE has no control over its content.

Any link from EMERGE to an external website does not imply or mean that EMERGE endorses or accepts any responsibility for the content or the use of such website. EMERGE does not give any representation regarding the quality, safety, suitability, or reliability of any external websites or any of the content or materials contained in them. It is important for users to take necessary precautions, especially to ensure appropriate safety from viruses, worms, Trojan horses and other potentially destructive items.

When visiting external websites, users should review those websites’ privacy policies and other terms of use to learn more about, what, why and how they collect and use any personally identifiable information.

Content and Links Disclaimer

EMERGE seeks to ensure that all content and information published at this Web site is current and accurate. The information at EMERGE does not in any way constitute legal or professional advice and EMERGE cannot be held liable for actions arising from its use. In addition, EMERGE cannot be held responsible for the contents of any externally linked pages.

Applicable Law and Jurisdiction

Each party agrees that any suit, action or proceeding brought by such party against the other in connection with or arising from the Terms of Service (“Judicial Action”) shall be governed by the law of the state of California as such laws are applied to agreements between California residents entered into and performed entirely within the California. You knowingly consent to the jurisdiction of federal and state courts within California. You consent to the venue in Los Angeles County for any action brought in connection with these Terms of Service. You consent to electronic service of process regarding actions under the above agreement.

Records of Visitor Use and Abuse

You consent to having your Internet Protocol address recorded. An email address may appear immediately below (the “Identifier”) if we suspect potential abuse. The Identifier may be used to uniquely match to your Internet Protocol address. Visitors agree not to use this address for any reason.

Visitors agree that harvesting, gathering, storing, transferring to a third party or sending any message(s) to the identifier constitutes an acceptance and subsequent breach of these terms of service.

No Warranties

This website is provided “as is” without any representations or warranties, express or implied. EMERGE makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, EMERGE does not warrant that:

Nothing on this website constitutes, or is meant to constitute, advice of any kind. [If you require advice in relation to any [legal, financial or medical] matter you should consult an appropriate professional.

EXPANDED TERMS OF USE & AGREEMENTS

 

PRIVACY POLICY

EMERGE. (“us”, “we”, or “our”) operates the www.emergemedia.us, et al. website(s) (the “Service”).

This page informs you of our policies regarding the collection, use, and disclosure of personal data when you use our Service and the choices you have associated with that data.

We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, accessible from the www.emergemedia.us, et al. website(s) (the “Service”).

Personal Data

Personal Data means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).

Usage Data

Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

Cookies

Cookies are small pieces of data stored on a User’s device.

Data Controller

Data Controller means a person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal data are, or are to be, processed.

For the purpose of this Privacy Policy, we are a Data Controller of your data.

Data Processor (or Service Providers)

Data Processor (or Service Provider) means any person (other than an employee of the Data Controller) who processes the data on behalf of the Data Controller.

We may use the services of various Service Providers in order to process your data more effectively.

Data Subject

Data Subject is any living individual who is the subject of Personal Data.

User

The User is the individual using our Service. The User corresponds to the Data Subject, who is the subject of Personal Data.

Information Collection And Use

We collect several different types of information for various purposes to provide and improve our Service to you.

Types of Data Collected

Personal Data

While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally, identifiable information may include, but is not limited to:

We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Usage Data

We may also collect information on how the Service is accessed and used (“Usage Data”). This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

Tracking & Cookies Data

We use cookies and similar tracking technologies to track the activity on our Service and hold certain information.

Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Tracking technologies also used are beacons, tags, and scripts to collect and track information and to improve and analyze our Service.

You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.

Examples of Cookies we use:

Use of Data

EMERGE uses the collected data for various purposes:

Retention of Data

EMERGE will retain your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

EMERGE will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer time periods.

Transfer of Data

Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.

If you are located outside the United States and choose to provide information to us, please note that we transfer the data, including Personal Data, to the United States and process it there.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

EMERGE will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

Disclosure of Data

Disclosure for Law Enforcement

Under certain circumstances, EMERGE may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Legal Requirements

EMERGE may disclose your Personal Data in the good faith belief that such action is necessary to:

Security of Data

The security of your data is important to us but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.

“Do Not Track” Signals

We do not support Do Not Track (“DNT”). Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked.

You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.

Your Rights

EMERGE aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data.

Whenever made possible, you can update your Personal Data directly within your account settings section. If you are unable to change your Personal Data, please contact us to make the required changes.

If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.

In certain circumstances, you have the right:

You have the right to data portability for the information you provide to EMERGE You can request to obtain a copy of your Personal Data in a commonly used electronic format so that you can manage and move it.

Please note that we may ask you to verify your identity before responding to such requests.

Service Providers

We may employ third party companies and individuals to facilitate our Service (“Service Providers”), to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.

These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service.

Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.

You can opt-out of having made your activity on the Service available to Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents Google Analytics JavaScript (ga.js, analytics.js, and dc.js) from sharing information with Google Analytics about visits activity.

For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: http://www.google.com/intl/en/policies/privacy

Payments

We may provide paid products and/or services within the Service. In that case, we use third-party services for payment processing (e.g. payment processors).

We will not store or collect your payment card details. That information is provided directly to our third-party payment processors whose use of your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

The payment processors we work with are:

Links to Other Sites

Our Service may contain links to other sites that are not operated by us. If you click on a third-party link, you will be directed to that third-party site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.

Children’s Privacy

Our Service does not address anyone under the age of 18 (“Children”).

We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Children has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.

Changes to This Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.

We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the “effective date” at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Information we collect

We collect information to provide better Services to all of our Users.

We collect information in two ways:

Location information. When you use our Services, we may collect and process information about your actual location. We use various technologies to determine location, including IP address, GPS, and other sensors that may, for example, provide Emerge Education with information on nearby devices.

 

Unique application numbers. Our Services include a unique application number. This number and information about your installation (for example, the operating system type and application version number) may be sent to us when you install or uninstall that service or when that service periodically contacts our servers, such as for automatic updates.

 

Local storage. We may collect and store information (including personal information) locally on your device using mechanisms.

 

Cookies and anonymous identifiers. We and our partners use various technologies to collect and store information when you use our Services, and this may include sending one or more cookies or anonymous identifiers to your device. We also use cookies and anonymous identifiers when you interact with Services we offer to our partners, such as advertising services that may appear on other sites.

How we use information we collect

We use the information we collect from all of our Services to provide, maintain, protect and improve them. We may also use this information to offer you tailored advertising.

If you have an EMERGE Account, we may display your profile name, photo, and actions you take on Emerge Education (such as reviews you write and comments you post) in our services, including displaying in ads and other commercial contexts.

We use information collected from cookies and other technologies to improve your user experience and the overall quality of our services and for any other lawful purpose that we choose.

We will ask for your consent before using information for a purpose other than those that are set out in this Privacy Policy.

 

Information you share

Our Service lets you share information with others. Remember that when you share information publicly, it may be indexable by search engines. Our Services provide you with different options on sharing and removing your content.

Accessing and updating your personal information

Whenever you use our Services, we aim to provide you with access to your personal information. If that information is wrong, we strive to give you ways to update it quickly or to delete it – unless we must keep that information for legitimate business or legal purposes. When updating your personal information, we may ask you to verify your identity before we can act on your request.

We may reject requests that are unreasonably repetitive, require disproportionate technical effort (for example, developing a new system or fundamentally changing an existing practice), risk the privacy of others, or would be extremely impractical (for instance, requests concerning information residing on backup systems).

Where we can provide information access and correction, we will do so for free, except where it would require a disproportionate effort. We aim to maintain our services in a manner that protects information from accidental or malicious destruction. Because of this, after you delete information from our services, we may not immediately delete residual copies from our active servers and may not remove information from our backup systems.

Information we share

We may share your information with our partners and clients with your consent.

We may share aggregated, non-personally identifiable information publicly and with our partners – like publishers, advertisers or connected sites. For example, we may share information publicly to show trends about the general use of our Services.

If EMERGE is involved in a merger, acquisition or asset sale, we will continue to ensure the confidentiality of any personal information and give affected users notice before personal information is transferred or becomes subject to a different privacy policy.

When this Privacy Policy applies

Our Privacy Policy applies to all the services offered by EMERGE. and its affiliates but excludes services that have separate privacy policies that do not incorporate this Privacy Policy.

Our Privacy Policy does not cover the information practices of other companies and organizations who advertise our Services, and who may use cookies, pixel tags and other technologies.

Compliance and cooperation with regulatory authorities

We regularly review our compliance with our Privacy Policy. When we receive formal written complaints, we will contact the person who made the complaint to follow up. We work with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of personal data that we cannot resolve with our users directly.

Changes

Our Privacy Policy may change from time to time. We will not reduce your rights under this Privacy Policy without your explicit consent. We will post any privacy policy changes on this page and, if the changes are significant, we will provide a more prominent notice (including, for certain services, email notification of privacy policy changes). We will also keep prior versions of this Privacy Policy in an archive for your review.

Contact Us

If you have any questions about this Privacy Policy, please contact us:

 

EMERGE SECURITY & SAFETY POLICIES

 

Emerge Media (EMERGE) reserves the right to dismiss, sanction and/ or deduct money from livestreaming “broadcasters” (Instructors, presenters, performers, students, etc.) for breach of contract or for breaking the security rules. The following rules must be followed by all livestreaming “broadcasters” – teachers, presenters, performers, etc. in all livestream and/ or chat areas of the EMERGE platform:

It is the responsibility of the Broadcaster to stay current on the updates to the Safety and Security terms and conditions, as they are subject to change and update at any time.

Upon violation of any of the aforementioned rules, EMERGE reserves the right to suspend, dismiss and/ or ban the performers from the service and/or apply a money deduction. Further sanctions for serious violations of the rules may include suspension from EMERGE.

EMERGE reserves the right to withhold entire payments in the following cases:

 

CANCELLATIONS & REFUNDS

We stand behind our services and our commitment to help our clients/ students. Ultimately, however, it is your own performance that counts and so we cannot provide a refund if you are unsuccessful in a class/ session.

We must pay our own costs up front when we commit to provide a workshop or private support for you. In both cases, provided you cancel on not less than 72 hours’ notice before the due date, then we will return the fee paid by you for that workshop or private support, less any costs incurred in arranging your workshop or private support. Otherwise, please contact our support department to determine if your instance warrants refund.

Finally, following attendance at a workshop or private support, if you feel you have under-performed in any way, we invite you contact us if you want a refresher or other help. Depending on your situation and the amount of time that has expired since we first helped you, we may be able to find a solution to help you.

 

WEBSITE AFFILIATE AGREEMENT

The Company hereby engages the Affiliate, and the Affiliate hereby accepts such engagement, to perform the services described in this Agreement and in Exhibit A attached hereto and made a part hereof, in connection with posting the Link on the Affiliate Website (the “Services”).

In exchange for the Services, the Company shall pay the Affiliate a referral fee as set forth in Exhibit A hereto (the “Referral Fee”). Payments of the Referral Fee, if any, shall be made according to the payment schedule set forth in Exhibit A hereto.

This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, for a period of 12 month[s] (the “Term”).

The Affiliate agrees, during the Term and [for a period of (__1__) year] thereafter, to hold in strictest confidence and not to use, except for the benefit of the Company or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any Confidential Information of the Company. “Confidential Information” means any of the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Affiliate by the Company either directly or indirectly. The Affiliate may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the Company’s personnel or authorized representatives or for any other purpose the Company may hereafter authorize in writing. At the request of the Company, the Affiliate must promptly return all copies of Confidential Information received from the Company, and must promptly destroy all other Confidential Information prepared by the Affiliate, including, without limitation, any notes, reports, or other documents.

During the Term, the Affiliate agrees it will not post any hyperlink on the Affiliate Website belonging to any of the Company’s competitors listed on Exhibit C to this Agreement. Additional competitors may be added to Exhibit C with the prior written consent of the Affiliate or removed with the prior written consent of the Company.]

From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Each Party agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the other Party and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the other Party’s exercise of Internet electronic commerce.

THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE AGREEMENT. [THE COMPANY’S LIABILITY SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE UNDER THE AGEEEMENT

The Company makes no express or implied warranties or representations with respect to any of the Company’s products or services sold through the Link, including, but not limited to, warranties of merchantability or fitness.] [The Company makes no representations that the operation of the Company Website will be uninterrupted or error-free during the Term.]]

The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Affiliate is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Affiliate’s compensation hereunder. The Affiliate shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement, except that the Affiliate may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Company of written notice of such assignment or transfer. 

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

This Agreement shall be governed by the laws of the state of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

This Agreement, together with the Exhibits hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

EXHIBIT A

In exchange for the Referral Fee, the Affiliate will provide the following services:

 

INTELLECTUAL PROPERTY ASSIGNMENT

Effective as of the Effective Date, the Assignor sells, transfers, conveys, assigns, and delivers to the Assignee, and the Assignee accepts and assumes all right, title, and interest of the Assignor in and to the following:

 

 

The Assignor hereby represents and warrants to the Assignee that it:

The Assignor agrees to immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this Assignment inaccurate.

The Assignee hereby represents and warrants to the Assignor that it:

The Assignee agrees to immediately notify the Assignor in writing if any facts or circumstances arise that would make any of the representations in this Assignment inaccurate.

The Assignor will, as soon as is reasonably possible following a request from the Assignee, provide the Assignor with a complete copy of all documentation (in any format) relating to the Intellectual Property for the Assignee’s own use, to meet record-keeping requirements of the Assignee, or to allow the Assignee to assert its rights granted pursuant to this Assignment. The Assignor will also, on request:

In the event that any of the Intellectual Property infringes on any United States patent, copyright, trademark, or trade secret of a third party not affiliated with the Assignee, the Assignor shall indemnify the Assignee against such claim; provided that all of the following are true:

If the Assignee is enjoined from further sale or distribution of any infringing Intellectual Property or if the Assignee stops selling or distributing any of the Intellectual Property pursuant to the Assignor’s request (as described in (d) above), the Assignor shall, at its own expense and option:

The Assignor shall have no other obligations or liability if infringement occurs and shall have no other obligation of indemnification or to defend or hold harmless relating to infringement. The Assignor shall not be liable for any costs or expenses incurred without its prior written authorization and shall have no obligation of indemnification or any liability whatsoever if the infringement is based on (i) any altered, changed, or modified form of the Intellectual Property not made by the Assignor or (ii) the laws of any country other than the United States of America or its states.

All references in this Assignment to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Assignment shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties.

The failure of either Party to insist on strict performance of any covenant or obligation under this Assignment, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Assignment shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective.

This Assignment shall be governed by the laws of the state of_ California_.In the event that litigation results from or arises out of this Assignment or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

This Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Assignment, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

Whenever possible, each provision of this Assignment, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Assignment will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

This Assignment constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

Headings used in this Assignment are provided for convenience only and shall not be used to construe meaning or intent.