1 DEFINITIONS. Defined terms, indicated by use of initial capitalization, shall have the meaning ascribed to them in this Section 1 (Definitions), or for the defined terms not defined in this Section 1 (Definitions), shall have the meaning ascribed to them in the context upon their first occurrence in this Agreement.
1.1 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by”, and “under common control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement, or otherwise.
1.2 “Intellectual Property Right” means any and all current and future right in patents, design rights, trademarks, service marks, trade names, logos, slogans, designs, trade dress, domain names, copyrights, trade secrets, database rights, proprietary information, and any other intellectual property rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing that may exist anywhere in the world, including, in the case of each of the foregoing, whether unregistered, registered, or comprising an application for registration.
1.3 “Party” and “Parties” have the meaning set forth in the preamble hereof.
1.4 “Person” means, any individual, partnership, corporation, trust, estate, limited liability company, individual retirement account, pension plan, foundation, or other association or entity (including governmental authorities).
1.5 “Reasonable Efforts” means with respect to a given goal, the efforts, consistent with, inter alia, the greater of: (i) the practice that those in that Party’s industry, who are very desirous of achieving the goal, would pursue to achieve the goal; or (ii) what a reasonable Person in the position of the Party pursuing that goal, would pursue to achieve it.
1.6 “Services” refers to all services provided by Montessori Interactive.
2 NO PRACTICE OF LAW; NO LEGAL, TAX, OR ACCOUNTING ADVICE OR RELATIONSHIP.
2.1 Montessori Interactive is not a law firm, a tax firm, or an accounting firm and Montessori Interactive may not perform services performed by an attorney or an accountant. The Website and Website Content are not intended to and shall not be used as legal, tax, or accounting advice and is not guaranteed to be correct, complete, or up-to-date. You use the Website and Website Content at your own risk. You acknowledge that under no circumstances is Montessori Interactive, its Affiliates, agents, or customers, providing legal, tax, or accounting advice or representation through this Website or any Website Content, and that the Website or any Website Content is not a substitute for advice or services of an attorney, accountant, tax professional, or other advisor. UNDER NO CIRCUMSTANCE SHALL MONTESSORI INTERACTIVE HAVE ANY LIABILITY TO YOU FOR ANY RELIANCE ON CONTENT, INFORMATION, AND/OR SERVICE CONTAINED ON OR OBTAINED THROUGH THIS WEBSITE OR ANY WEBSITE CONTENT. SUCH RELIANCE SHALL BE SOLELY AT YOUR OWN RISK.
2.2 You acknowledge that no attorney-client or accountant-client relationship is, or will be, formed through the use of this Website or any Website Content, and that you have no expectation of privacy or confidentiality of communications occurring through this Website or any Website Content. The hiring of an attorney, accountant, tax professional, or other advisor is a critical decision and should not be predicated solely on comments, recommendations, advertisements, User Content, or other posted materials contained this Website or any Website Content.
3 OWNERSHIP. This Website is owned and operated by Montessori Interactive. All rights, titles, and interests in and to this Website and any Website Content are owned either by Montessori Interactive or by our respective third party authors, developers, or vendors (“Third Party Providers”). Except as otherwise expressly provided by Montessori Interactive, this Website and any Website Content may not be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way and nothing on this Website or any Website Content shall be construed to confer any license under any of Montessori Interactive’s Intellectual Property Rights, whether by estoppel, implication, or otherwise. Montessori Interactive does not sell, license, lease, or otherwise provide any Website Content other than those specifically identified as being provided by Montessori Interactive. Any rights not expressly granted herein are reserved by Montessori Interactive.
4 LICENSE. Montessori Interactive only licenses and does not sell its Website Content.
4.1 Scope of License. By offering this Website and Website Content for use, Montessori Interactive provides you with a worldwide, nonexclusive, nontransferable, revocable, limited license to access the Website and Website Content on a single, stand-alone computer solely for your personal, informational, non-commercial use, strictly subject to and in accordance with this Agreement. Montessori Interactive reserves the right to terminate this license at any time and for any reason. Your failure to comply with this Agreement, including without limitation the usage restrictions listed in Section 4 (License) and Section 5 (Usage Restrictions), will result in automatic termination of this license, without prior notice, and you must immediately destroy all copies of the Website and Website Content, including modifications and derivatives thereof, in your possession or control. Except for the limited license set forth in this Agreement, Montessori Interactive does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or Intellectual Property Rights.
4.2 Modification of Content Prohibited. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit the Website or any Website Content in any manner without the express written consent of Montessori Interactive. You shall not remove any copyright notice from the Website or any Website Content.
4.3 Redistribution of Content Prohibited. You agree that the Website or any Website Content may only be used by you for your personal, informational, non-commercial use and may not be sold or redistributed, including without limitation printing, displaying, copying, or using the Website or any Website Content on any other website, computer, or viewable surface, without the express written consent of Montessori Interactive.
4.4 No Refunds or Exchanges. Because the Website Content is customized to each user’s specific requirements, no refunds or exchanges are permitted.
5 USAGE RESTRICTIONS.
5.1 By accessing, browsing, or using this the Website or any Website Content, you agree that:
5.1.1 You will not use, intentionally or unintentionally, this Website or any Website Content in a manner contrary to or in violation of any applicable international, national, or local law, rule, statute, ordinance, or regulation, including privacy laws and any rules of any national or other securities exchange;
5.1.2 You will not use this Website or any Website Content in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of Montessori Interactive’s computer systems or any other party’s computer systems, including the servers, networks, and other components connected to or used for this Website or any Website Content;
5.1.3 You will not interfere with any other party’s use and enjoyment of this Website or any Website Content;
5.1.4 You will not forge headers or otherwise manipulate identifiers in order to disguise or alter the origin of the Website or any Website Content, or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
5.1.5 You will not upload, post, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
5.1.6 You will not upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
5.1.7 You will not attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for this Website or any Website Content, through password mining, hacking, or any other means;
5.1.8 You will not seek to gain access to any materials or information through any means not intentionally made available by Montessori Interactive;
5.1.9 You will not reproduce, duplicate, copy, download, sell, resell, or otherwise exploit this Website or any Website Content for commercial purposes without Montessori Interactive’s prior written consent;
5.1.10 You will not use any framing techniques to enclose any portion of this Website or any Website Content (including without limitation images, text, page layout, and form) without Montessori Interactive’s prior written consent;
5.1.11 You will not make any use of the trademarks, service marks, trade names, logos, and graphics on this Website or any Website Content without Montessori Interactive’s prior written consent;
5.1.12 You will not use any data scraping, network monitoring, or discovery software to determine the site architecture or extract information about usage, identities, or Users;
5.1.13 You will not use any robot, spider, other automatic software or device or manual process to monitor or copy the Website or any Website Content;
5.1.14 You will not collect any email addresses made available on this Website or any Website Content, and you shall not solicit any Users with data retrieved from this Website or any Website Content; and
5.1.15 You will not distribute, on or through this Website or any Website Content, any advertising; promotion; solicitation for goods, services, or funds; or solicitation for others to become members of any enterprise or organization without Montessori Interactive’s prior written permission.
5.2 This Website and the Website Content includes locations where Users may post content and information, including personal and business profile data, messages, comments, data, text, photos, blogs, graphics, ratings, reviews, comments, questions, answers, or other materials (“User Content”). You are solely responsible for your use of such areas and use them at your own risk. You are legally and ethically responsible for any User Content (including without limitation writings, files, pictures, or any other work) that you post or transmit using any Montessori Interactive service that allows interaction or dissemination of information. In posting User Content, you agree that:
5.2.1 You will not submit any content that violates any international, national, or local law, rule, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising);
5.2.2 You will not submit any content that is, or may reasonably be considered to be, unlawful, false, fraudulent, misleading, defamatory, libelous, hateful, racially or religiously biased or offensive, obscene, pornographic, indecent, lewd, suggestive, invasive of privacy or publicity rights, threatening, harassing, abusive, or inflammatory, including without limitation any personal profile information, recommendation, endorsement, rating, or review;
5.2.3 You will not submit any content that impersonates any Person or entity or otherwise misrepresents your affiliation with a Person or entity;
5.2.4 You will not submit any content that infringes anyone’s patent, trademark, copyright, trade secret, or other Intellectual Property Rights, proprietary rights, or rights of publicity or privacy;
5.2.5 You will not submit any content that would constitute, advocate, encourage, or provide instructions for illegal conduct, criminal offense, violating the rights of any party, or that would otherwise create liability or violate any international, national, or local law, rule, statute, ordinance, or regulation;
5.2.6 You will not submit any content that includes advertisements, promotions, solicitations, political campaigning, spam, or content for which you were compensated or granted any consideration by any third party;
5.2.7 You will not submit any content that includes information that references other websites, addresses, email addresses, phone numbers, or other contact information;
5.2.8 You will not submit any content that contains any viruses, worms, spyware, malware, corrupted data, or other potentially harmful, disruptive, or destructive programs or files;
5.2.9 You will not submit any content that, in the sole judgment of Montessori Interactive, is objectionable or that restricts or inhibits any other Person from using or enjoying the Website or any Website Content, or that may expose Montessori Interactive or its Users to any harm or liability of any type; and
5.2.10 You will not submit any content that otherwise violates this Agreement.
6 USER CONTENT.
6.1 Contributions to, access to, and use of the User Content is subject to this paragraph and the other terms and conditions of this Agreement, including Section 5 (Usage Restrictions).
6.2 Montessori Interactive is not the publisher or author of the User Content. Montessori Interactive takes no responsibility and assumes no liability for any User Content posted by you or any third party.
6.3 If Montessori Interactive finds that files or processes belonging to a User pose a threat to the proper operation of the system, the Website, or any Website Content or to the security of other Users, Montessori Interactive reserves the right to delete those files or to stop those processes. If the Montessori Interactive suspects a user name is being used by someone who is not authorized by the proper User, Montessori Interactive may disable that User’s access in order to preserve system security. If you have reason to believe system security has been breached, contact us by email at email@example.com.
6.4 Montessori Interactive has the right (but not the obligation), in our sole and absolute discretion, to copy, edit, redact, remove, move to another location, or otherwise change any User Content.
7 LINKS TO THIRD PARTY WEBSITES. This Website and Website Content may contain links to websites controlled by parties other than Montessori Interactive (each website a “Third Party Website”). Montessori Interactive is not responsible for, makes no guarantees about, and does not endorse or accept any responsibility for the availability, quality, contents, products, services, or use of any Third Party Website, any website accessed from a Third Party Website, or any changes or updates to such websites. Montessori Interactive is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Montessori Interactive of the Third Party Website, nor does it imply that Montessori Interactive sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Website and agree that Montessori Interactive is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Website if you have any concerns regarding such links or the content located on any such Third Party Website.
8 REPRESENTATIONS AND WARRANTIES.
8.1 Representations. Each Party makes the following representations that:
8.1.1 The Party has the full legal right, title, interest, power, and authority to enter into this Agreement and to perform its legal obligations hereunder, and has taken all necessary action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of the Party, and constitutes a legal, valid, binding obligation, enforceable against the Party in accordance with its terms; and
8.1.2 To the best of the Party’s knowledge and belief, the execution and delivery of this Agreement and the performance of the Party’s obligations hereunder do not conflict with or violate any requirement of applicable laws or regulations and do not conflict with, or constitute a default under, any contractual obligation of the Party.
8.2 No Warranty.
8.2.1 THE WEBSITE, ALL WEBSITE CONTENT, AND ALL MATERIALS, DOCUMENTS, OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE WEBSITE OR ANY WEBSITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MONTESSORI INTERACTIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8.2.2 MONTESSORI INTERACTIVE MAKES NO WARRANTY THAT: (A) THE WEBSITE OR ANY WEBSITE CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE WEBSITE OR ANY WEBSITE CONTENT WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR ANY WEBSITE CONTENT WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL LICENSED OR OBTAINED BY YOU THROUGH THE WEBSITE OR ANY WEBSITE CONTENT OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS.
8.2.3 OBTAINING ANY MATERIALS THROUGH THE USE OF THE WEBSITE OR ANY WEBSITE CONTENT IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. MONTESSORI INTERACTIVE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION, OR SOFTWARE.
9 DISPUTE RESOLUTION.
9.1 Dispute Resolution. Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting our Customer Service at firstname.lastname@example.org. It is the intention of the Parties to use their respective and collective Reasonable Efforts to resolve expeditiously and on a mutually acceptable negotiated basis any dispute, controversy, or claim arising under, out of or relating to this Agreement that may arise from time to time. Any dispute between the Parties related to this Agreement shall be resolved in accordance with this Section 9 (Dispute Resolution), which shall be the exclusive remedy for any dispute hereunder; provided, however, that if the dispute is not resolved to the satisfaction of a Party, either Party may elect to take the dispute to arbitration pursuant to Section 10 (Mandatory Arbitration). Nothing in this Agreement shall limit the nature or scope of remedies available to the arbitrator in connection with the resolution of a dispute.
10 MANDATORY ARBITRATION. Any dispute, controversy, or claim arising under, out of, or relating to this Agreement, including any dispute not resolved as outlined in Section 9 (Dispute Resolution), any claims that arose prior to this Agreement, and any claims that may arise after the termination of this Agreement, shall be exclusively referred to and finally determined by binding arbitration in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (“HKIAC”). The arbitration shall be conducted in the English language before an arbitrator agreed upon by the Parties. If the Parties do not agree upon an arbitrator, an arbitrator shall be appointed in accordance with the HKIAC Rules. During such arbitration, any controversy of claim arising out of or relating to the construction or applications of any term, provision, or condition of this Agreement shall comply with and be governed in accordance with the laws of the state of California.
10.1 The Party that intends to seek arbitration must first send Notice to the other Party pursuant to Section 13.8 (Notices).
10.2 The Parties understand and acknowledge that such arbitration will go beyond the resolution of issues of law in the strict sense but also relate to the future conduct of either or both Parties, including without limitation disputes that relate to and will affect the future rights and duties of the Parties.
10.3 This agreement to arbitrate shall be the primary remedy for the resolution of all disputes under this Agreement and shall be specifically enforceable. Judgment upon any award rendered by the arbitration may be entered by any court having jurisdiction. Any controversy concerning whether a dispute is an arbitrable dispute shall be determined by the arbitrator.
10.4 The Parties intend that this agreement to arbitrate be valid, specifically enforceable, and irrevocable. The decision of the arbitrator shall be binding and shall not be subject to judicial review.
10.5 Injunctive Relief. Notwithstanding the other provisions of Section 9 (Dispute Resolution) or Section 10 (Mandatory Arbitration), each Party may request a court of competent jurisdiction to grant provisional injunctive relief solely for the purpose of maintaining the status quo until the arbitrator can render an award on the matter in question or until a court can rule on the matter in question. The Parties acknowledge and agree that any delays in seeking preliminary or permanent injunctive relief, as a result of following the procedures of Section 9 (Dispute Resolution) or otherwise seeking in good faith to amicably resolve any disputes, shall not be a basis for denial of such relief. It is understood and agreed that Montessori Interactive may seek injunctive relief in matters involving use of Montessori Interactive’s Intellectual Property Rights and in matters involving the disclosure of Montessori Interactive’s Confidential Information. It is further understood and agreed that nothing in this Section 10 (Mandatory Arbitration) shall in any way limit Montessori Interactive’s rights to terminate this Agreement under the terms of this Agreement.
10.6 The arbitrator shall have continuing jurisdiction to implement their decision. Each Party shall initially be responsible for its own costs and attorney’s fees, and shall share the expenses of the arbitration equally; provided, however, that in the event the losing Party has been found to have engaged in bad faith in its dealings with the prevailing Party, the arbitrator shall award all expenses of the arbitration, costs, and reasonable attorney’s fees to the prevailing Party. Expeditious adjudication of the dispute is important to the Parties. Unless otherwise provided by the Arbitration Rules of the HKIAC, established by the arbitrator, or agreed to by the Parties, the Parties shall have sixty (60) days from the appointment of the arbitrator to present and/or submit their positions to the arbitrator, and the Parties shall have a hearing before the arbitrator within thirty (30) days after the last submission. The arbitrator shall hear evidence by each Party and resolve each of the issues identified by the Parties. The Parties shall use all Reasonable Efforts to make witnesses available for the proceedings. The arbitrator shall be instructed and required to render a written, binding, non-appealable resolution and award on each issue which clearly states the basis upon which such resolution and award is made (and which may include injunctive relief, enforceable in a court of law with competent jurisdiction). The written resolution and award shall be delivered to the Parties as expeditiously as possible, but in no event later than thirty (30) days after conclusion of the hearing, unless otherwise agreed to by the Parties. No information concerning an arbitration, beyond the names of the Parties and the relief requested, may be unilaterally disclosed to a third party by either Party unless required to do so by law or by a competent regulatory body, provided that the arbitrator is furnished with details of the disclosure and an explanation of the reasons for it.
10.7 Waiver of Jury Trial. IF THIS SECTION 10 (MANDATORY ARBITRATION) WERE NOT IN THIS AGREEMENT, THE PARTIES WOULD EACH HAVE THE RIGHT TO A TRIAL BY JURY OR BY A JUDGE IN THE EVENT OF ANY LITIGATION BETWEEN THE PARTIES. THE PARTIES ARE EACH GIVING UP THE RIGHT TO A JURY TRIAL OR COURT TRIAL IN ANY DISPUTE BETWEEN THE PARTIES BY ENTERING INTO THIS AGREEMENT. YOU SPECIFICALLY UNDERSTAND THAT THE RIGHT TO HAVE SUCH DISPUTES DECIDED BY A JUDGE OR A JURY IS HEREBY WAIVED. YOU ACKNOWLEDGE THAT YOU HAD A REASONABLE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL BEFORE ENTERING INTO THIS AGREEMENT.
10.8 Individual Claims Only. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. YOU AND MONTESSORI INTERACTIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. Further, unless both you and Montessori Interactive agree otherwise, the arbitrator may not consolidate more than one Person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither you nor Montessori Interactive may seek non-individualized relief that would affect other customers and/or Users. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
11 COURT ACTION. In the event that either Party does not act in accordance with Section 9 (Dispute Resolution) or Section 10 (Mandatory Arbitration) of this Agreement, then the other Party may seek any and all remedies available at law or in equity to enforce the provisions of Section 9 (Dispute Resolution) or Section 10 (Mandatory Arbitration) by pursuing such breach in a court of competent jurisdiction.
11.1 It is understood and agreed that all court costs (e.g., filing fees, but not attorneys’ fees) of the prevailing Party related to a court action brought pursuant to this Section 11 (Court Action), and finally disposed of by such court, shall be borne by the losing Party, whether or not such court enters an order relating to such court costs.
12 LIMITATION OF LIABILITY. EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD MONTESSORI INTERACTIVE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS UNDER ANY CIRCUMSTANCE OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY INTERNATIONAL, NATIONAL, OR LOCAL LAWS, RULES, STATUTES, ORDINANCES, OR REGULATIONS, EVEN IF MONTESSORI INTERACTIVE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF MONTESSORI INTERACTIVE, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES.
13 GENERAL PROVISIONS.
13.1 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the Parties related to the subject matter of this Agreement and supersede all prior agreements, discussions, and understandings between the Parties related to its subject matter.
13.2 Headings. Section and section headings contained in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement or have any legal effect.
13.3 Severability of Provisions. Each provision of this Agreement (a “Provision”) shall be deemed severable. If any Provision or the application of any Provision to any Person or circumstance shall be held invalid or unenforceable by a court of any jurisdiction:
13.3.1 Affected Jurisdiction. The Provision shall be ineffective only in that jurisdiction;
13.3.2 Scope of Ineffectiveness. The Provision shall be ineffective only to the extent that it has been expressly held to be invalid or unenforceable in that jurisdiction; and
13.3.3 Effect on Other Provisions and on Applicability of Provision Itself. The ineffectiveness of the Provision shall not invalidate any other provision of this Agreement or the application of the Provision itself to Persons or circumstances other than those with respect to which it was held invalid or unenforceable in the jurisdiction in question.
13.4 Governing Law. This Agreement shall be governed by and construed in compliance with the domestic laws of the State of California without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of California or of any other jurisdiction) that would cause the application of the laws of any jurisdiction except the State of California.
13.5 Jurisdiction. If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably: (a) consent and submit to the jurisdiction of federal and state courts located in Los Angeles County; (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient; and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.
13.6 No Third-Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
13.7 Waiver; Election of Remedies. No waiver by a Party of any default or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. No failure or delay by a Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege, nor be deemed an election among available remedies. Except as otherwise expressly provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
13.8.1 Requirement of Writing. All notices required by this Agreement shall be in writing and shall be delivered to a Party at the Party’s address and to the Party’s email address as stated below.
Notices to Montessori Interactive should be sent to the following:
West Unit 1, Fl. 9, No. 213
Section 2, Xinyi Rd.
Zhongzheng District, Taipei City 100
13.8.2 Method of Delivery. Notices shall be sent by electronic facsimile transmission or e-mail, and be (i) delivered by hand; or (ii) sent by reputable overnight courier service; or (iii) mailed by first class certified or registered mail, return receipt requested, postage prepaid.
13.8.3 Proof of Delivery. Notices provided in accordance with this Section 13.8 (Notices) shall be deemed to have been delivered:
188.8.131.52 If delivered by hand, upon delivery;
184.108.40.206 If sent by overnight courier service, forty-eight (48) hours after deposit with that service; or
220.127.116.11 If sent by certified or registered mail, return receipt requested, seven (7) days after deposit in the mail.
13.9 Right to Refuse. You acknowledge that Montessori Interactive reserves the right to refuse service to anyone and to cancel user access at any time.
13.10 Survival of Provisions. Sections 2, 3, 8, 10, 11, 12, and 13, including the related definitions set forth in Section 1, shall expressly survive the termination of this Agreement.