project 100 website terms of use

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Project 100 Website Terms of Use
Effective as of November 14, 2017 

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE.  BY COPYING, DOWNLOADING, OR OTHERWISE ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS, WHICH INCLUDE OUR LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS AND YOUR CONSENT FOR ARBITRATION OF CERTAIN DISPUTES.  IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE WEBSITE AND PLEASE EXIT NOW.

These terms and conditions of use (“Terms”) are an agreement between Project 100, Inc. (“Project 100,” “we,” “us,” or “our”) and you governing your use of the websites within the, project100.org domain, and all features, applications, Content (as defined below), downloads, and/or other services that we own or control and make available, (collectively, the “Site”).  By using the Site, you acknowledge and accept our Privacy Statement and consent to the collection and use of your data in accordance that Statement.  By interacting with and/or using the Site, you signify your assent and agreement to these Terms.  If you do not agree to these Terms, you must not use the Site.  If you arrived on the Site after having been re-directed or otherwise clicking on another website, you agree that these Terms shall govern your use of this Site. 

We do not knowingly collect information from anyone under the age of 13.

RIGHTS AND RESPONSIBILITIES

1.             Content, Ownership, Limited License, and Rights of Others

a.              Content.  The Site contains a variety of: (i) materials and other items relating to Project 100 and its products and services and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Project 100 (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).

b.              Ownership.  The Site (including past, present, and future versions) and the Content are owned or controlled by Project 100 and our licensors and certain other third parties.  All right, title, and interest in and to the Content available via the Site is the property of Project 100 or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and other rights and laws to the fullest extent possible.  Project 100 owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site.

c.              Limited License.  Subject to your strict compliance with these Terms, any applicable additional terms, and our policies, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use our Site.  These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability.  As your right to access and use the Site and the Content is personal to you, you may not assign nor transfer your right; any attempt to do so is void.  Copying, storing, or otherwise accessing the Site or any Content on the Site other than for your personal, noncommercial use is expressly prohibited without prior written permission from us.  Any use of the Site that is not for one of the purposes described herein or otherwise in accordance with the Terms or as authorized by us in writing is expressly prohibited.  The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability.  Notwithstanding the foregoing, you may not sell, transfer, share, license, or sublicense the Site to any third party and you may not use the Site for the purposes of indirectly or directly competing with Project 100. The burden of determining that use of any information, software, or any other content on the Site is permissible rests with User. Some content on the Site may be provided by third parties, and the use of that content is subject to rules and restrictions as indicated on the Site. You agree to be bound by all such rules and restrictions.

d.              Rights of Others.  In using the Site, you must respect the intellectual property and other rights of Project 100 and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  Project 100 respects the intellectual property rights of others.  If you would like to send us a notice pursuant to the Digital Millennium Copyright Act to identify Content or material posted to the Site that is infringing, please notify us immediately.

e.              Reservation of All Rights Not Granted as to Content and Service.  These Terms and any applicable additional terms include only narrow, limited grants of rights to Content and to use and access the Site.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by Project 100 and its licensors and other third parties.  Any unauthorized use of any Content or the Site for any purpose is prohibited.

2.             Site and Content Use Restrictions

a.              Site Use Restrictions.  You agree that, except as otherwise authorized, you will not: (i) use the Site for commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any intellectual property; (iii) engage in any activities through or in connection with the Site that seek to attempt to or do harm to any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Project 100; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Site by any means whatsoever or modify any software (in either object code or source code) or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, Project 100, or other users of the Site; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device, or other content protection or access control measure) of the Site or any feature that restricts or enforces limitations on use of or access to the Site or the Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Site, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Site, other computer systems or networks connected to the Site, through password mining or any other means; or (ix) otherwise violate these Terms.

b.              Content Use Restrictions.  You also agree that, in using the Site, you: (i) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Site by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) will keep intact all trademark, copyright, and other intellectual property notices contained in such Content; (iv) will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of Project 100; and (vi) will not insert any code or product to manipulate such Content in any way that adversely affects the Site.

c.              Availability of Site and Content.  Project 100 in its sole discretion and without advance notice, may immediately suspend or terminate the availability of the Site and/or Content (and any elements and features of them), in whole or in part, for any reason and without liability.

3.             Your Use of the Site  

a.              Our Privacy Statement.  Please review our Privacy Statement for more information regarding our data collection practices and safeguards, our compliance with the California “Shine the Light” law, and information on how to opt out of promotional emails. 

4.             Links to Third-Party Websites

a.         Third-Party Content and Sites. The Site may contain third party plug-ins, applications, ads, tools, and/or other content, and/or links to third-party websites or other services that are not owned, controlled, or operated by Project 100  (collectively, “Third-Party Sites”), including services operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Project 100.  Links to and from the Site to other Third-Party Sites does not constitute an endorsement by us of any third parties, the Third-Party Sites, or the contents thereof. Project 100 has no control over, and assumes no responsibility for, the content, operations, policies, terms, or practices of any Third-Party Site or content providers and cannot guarantee that such third-party content, in the Site or otherwise, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein.  Although we may also provide tools to allow interaction between the Site and a Third-Party Site, we are not responsible in any way for such Third-Party Sites or resources and your use of such sites is at your own risk and may subject you to additional or different terms and restrictions by the third party or third parties providing such software or operating such services.  Accordingly, we encourage you to be aware of and to read the terms and conditions for each item of third-party software or third-party service which you may access through the Site.

b.              Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Site (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  Project 100 disclaims all liability in connection therewith.

5.             Limitation of Liability

IN NO EVENT WILL PROJECT 100, OR ITS AFFILIATES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS, AND/OR EMPLOYEES (COLLECTIVELY, “PROJECT 100”), OR ANY THIRD-PARTY PROVIDER OF A SERVICE, TOOL, OR PRODUCT OFFERED THROUGH THE SITE (EACH A “THIRD-PARTY PROVIDER”), BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, THAT ARISE OUT OF, ARE BASED ON, RESULT FROM, OR ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) OUR SITE AND YOUR USE OF OR INABILITY TO USE THE SITE; (B) THESE TERMS; (C) ANY BREACH OF THESE TERMS BY YOU OR A THIRD PARTY; (D) USE OF THE SITE, TOOLS, OR SERVICES WE PROVIDE, OR ANY THIRD-PARTY PROVIDER PROVIDES, RELATED TO THE BUSINESS WE OPERATE ON THE SITE, BY YOU OR ANY THIRD PARTY; (E) ANY USER-GENERATED CONTENT; (F) INTERACTION BETWEEN OUR SITE AND ANY THIRD-PARTY SITE, BY A TOOL OR SERVICE ON OUR SITE; (G) ANY ACTUAL OR ATTEMPTED COMMUNICATION OR TRANSACTION, INCLUDING WITHOUT LIMITATION, ANY PAYMENT TRANSACTION (EVEN IF WE OR ANY THIRD-PARTY PROVIDER RECEIVES A FEE IN CONNECTION THEREWITH) IN EACH CASE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (H) ANY ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, SOFTWARE, MODEM, OR OTHER EQUIPMENT OR TECHNOLOGY. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM: (1) BREACH OF CONTRACT; (2) BREACH OF WARRANTY; (3) STRICT LIABILITY; (4) TORT; (5) NEGLIGENCE; OR (6) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.  IN ALL EVENTS, PROJECT 100’S LIABILITY, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR IN CONNECTION WITH THE SITE IS LIMITED TO $100.00 IN THE AGGREGATE FOR ALL CLAIMS.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you, and you may have additional rights.

6.             Disclaimers 

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.  EXCEPT AS SPECIFICALLY PROVIDED HEREIN, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, PROJECT 100 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH OR OTHERWISE RELATED TO THE SITE OR FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE.  FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY.  WE DO NOT WARRANT THAT THE FUNCTIONALITY OF THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN, WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES, MALICIOUS SOFTWARE, OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION TO AND FROM THIS SITE IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS OR USER-GENERATED CONTENT MAY BE READ OR INTERCEPTED BY OTHERS.  YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY SUBMITTING COMMUNICATIONS OR USER-GENERATED CONTENT TO US AND BY POSTING INFORMATION ON THE SITE, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND PROJECT 100 OTHER THAN PURSUANT TO THESE TERMS.

YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT HOLD OR SEEK TO HOLD PROJECT 100 OR ANY THIRD PARTY PROVIDER RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF.

7.             Release; Indemnification.  You hereby agree to defend, indemnify, and hold Project 100 Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Project 100 Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Site and your activities in connection with the Site; (iii) your breach or alleged breach of these Terms or any applicable additional terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Project 100 Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”).  You shall cooperate as fully as reasonably required in the defense of any Claims and Losses. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Project 100 Party. 

8.             Disputes; Arbitration; Governing Law

a.         Forum Selection/Jurisdiction.  Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the Site or these Terms, (collectively, “Dispute”) shall be in the Commonwealth of Virginia.  Each party submits to personal jurisdiction and venue in the Commonwealth of Virginia for any and all purposes.

b.         Pre-Arbitration Notification.  Project 100 and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, Project 100 need not do so in circumstances where its claims of intellectual property rights are concerned (“IP Disputes,” with all other disputes referred to as “General Disputes”).  The party making a claim–whether you or us–shall send a letter to the other side briefly summarizing the claim and the request for relief. If we are making a claim, the letter shall be sent, via email, to the email address that Project 100 has, if applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section 8(b).  If you are making a claim, the letter shall be sent to Project 100 [PO Box 381000 Brooklyn, NY 11238 (Attn: Legal Department).  If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Section 8.  Either you or Project 100, however, may seek provisional remedies (such as preliminary injunctive relief, subject to this Section 8 before the expiration of such sixty (60)-day period.

c.         Arbitration of Claims.  All actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Section 8, shall be submitted to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in the Commonwealth of Virginia.  The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS.  We may have the right to pay the JAMS fees if required for arbitration to be enforceable.  The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers.  The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based.  Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms waiving or limiting that relief) in a court of competent jurisdiction in the Commonwealth of Virginia or, if sought by Project 100 such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section 8; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to a court of applicable jurisdiction, which may be made ex parte, for confirmation and enforcement of the award. 

d.         Limitation on Injunctive Relief.  AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY PROJECT 100 OR LICENSOR OF PROJCET 100

e.         Governing Law.  These Terms, General Disputes, and IP Disputes, and any other claim brought by you against Project 100 or by Project 100 against you pursuant to this Section 9, or otherwise related to the Site, Content, Activities, or other Project 100 products or services, will be governed by, construed, and resolved in accordance with, the laws of the State of Virginia, U.S.A., without regard to its conflicts of law provisions that might apply to the laws of another jurisdiction.  This Section 8 shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis.  You and Project 100 agree that we intend that this Section 8 satisfies the “writing” requirement of the Federal Arbitration Act.  This Section 8 can only be amended by mutual agreement.  Either party may seek enforcement of this Section 8 in any court of competent jurisdiction.  The arbitrator shall determine any and all challenges to the ability for a claim to be arbitrated.

f.          Class Action Waiver.  As permitted by applicable law, both you and Project 100 waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else.  Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section 8 is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.

g.         Jury Waiver.  THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON, OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 8, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. 

h.         Small Claims Matters.  Notwithstanding the foregoing, either of us may bring qualifying claim of General Dispute (but not IP Disputes) in small claims court, subject to Section 8(f).

i.          Other.  The provisions of this Section 8 shall supersede any inconsistent provisions of any prior agreement between the parties.  This Section 8 shall remain in full force and effect notwithstanding any termination of your use of the Site or these Terms.

9.             General

a.         Modification of Terms.  Project 100 reserves the right to modify these Terms at any time without advanced notice.  Any changes to these Terms will be effective immediately upon posting on this page with an updated effective date.  By accessing the Site after any changes have been made, you signify your agreement to the modified Terms and all of the changes.

 b.         Notices, Questions, and Customer Service.  You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us.  All legal notices to us must be sent to: PO Box 381000, Brooklyn, NY 11238.  If you have a question regarding the Site, you may contact Project 100 through the contact page.  You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive the Terms.

c.         Termination of Access; Waiver.  We may immediately terminate any user’s access to or use of the Site due to such user’s breach of these Terms or any other unauthorized use of the Site.  However, we do not guarantee that we will take action against all breaches of these Terms.  Our failure to take immediate action with respect to a breach by you or others does not waive our right to act with respect to such breach or any other breach. 

d.         Entire Agreement; Headings; Severability.  These Terms constitute the entire agreement between us and you with respect to your use of this Site, and supersede any prior agreement between us and you with respect thereto.  Headings in these Terms are for reference only and do not limit the scope or extent of such section.  In the event of any conflict between these Terms and any other terms and conditions applicable to a product, tool, or service offered on our Site, the Terms herein shall prevail.  If any portion of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms shall remain in full force and effect.  Further, any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

e.         Assignment.  Project 100 may assign these Terms, in whole or in part, in our sole discretion and without advance notice or liability.