Terms of Use and Service Agreement

NOTICE TO ALL USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT
Terms of Use and Service Agreement (“Terms of Use”).

Remine Inc. (“Remine”) provides certain information, data and services through its application, accessible at www.Remine.com (the “Services”). By creating an account or using the Services, you (the “Customer”) hereby agree to abide by these Terms of Use, as well as any terms agreed to by and between Remine and Customer pursuant to an order or sign-up process for the Services (collectively, the “Agreement”).

In connection with the Services, Remine may receive certain non-public and/or personal information from the Customer, which is governed by the Remine Privacy Policy, incorporated herein as part of the Agreement. By entering into the Agreement, Customer is bound by the Privacy Policy, and consents to Remine’s use of Customer information and data in accordance with the Privacy Policy terms.

These Terms of Use are subject to change by Remine, in its sole discretion, at any time, without prior notice by posting upon its website. Customer's continued use of the Services constitutes Customer's unconditional acceptance to these Terms of Use.

Customer understands that billing will occur either as an annual or a monthly subscription fee, as specified during the signup process,[AB1] along with any upgrades, enhancements, or fee based services that Customer may agree to within the Service or from the order page on Remine's website, or that of its affiliates, until Customer cancels their subscription.

If Customer's designated primary payment method fails for any subscription fee or additional charge that Customer incurs, Customer authorizes Remine to bill any and all additional credit cards or payment methods on file from Customer with Remine to satisfy Customer's outstanding balance(s).[AB2] [JK3] [AL4]

1. License

Subject to the payment of Fees and Customer’s compliance with these Terms of Use, Remine grants and conveys to the Customer, during the term of Customer's valid subscription, a non-exclusive, revocable, non-transferable license to access and use the Services for Customer’s personal use.

Where Customer has purchased a multiple user subscription, Customer and each user accessing the Services through the Customer account (each, an “Authorized User”) may access the Services solely through use of a web browser or through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) and the login credentials provided by Remine. [JK5] Customer is fully responsible for compliance with the Agreement by, as well as the acts and omissions of, all users who access the Services under their Authorized User login credentials, to the full extent as if such Customers are employees or agents acting on Customer’s behalf within the scope of their duties. Customer shall not authorize access to or permit use of the Services by persons other than Authorized Users. Customer shall ensure that no more than one Authorized User will have access to or will use each Authorized User login credentials. Remine may, at any time and without any liability to Customer, suspend a user’s access to the Services in the event Remine reasonably believes that such user has violated any provision of the Agreement or represents a security or legal compliance risk.

Customer represents, warrants, affirms and agrees that the data, information and services provided by Remine to Customer will only be used by Customer and that Customer will not permit or allow the data, information and services to be used by any agent, representative, consultant, officer, director, shareholder, parent organization, subsidiary organization, third party or any other person or entity unless Customer has the appropriate subscription allowing such expanded use. Customer consents that Customer’s search volume, and that of any Authorized User, is monitored to avoid abuse, data duplication, “data mining”, and excessive or otherwise non-customary search and usage patterns. Any such actions will be determined by Remine in its sole discretion and will result in an immediate termination of Customer’s account. Customer further represents, warrants, affirms and agrees that Customer will not transfer, sell, convey, use, resell or sublicense any data, information or services provided by Remine to Customer in any medium, form, manner or format whatsoever, for any purpose including, but not limited to the following:

A. reproducing, duplicating, copying, selling, reselling or exploiting access to the Service, using of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from Remine;

B. modifying, reverse engineering, adapting or otherwise tampering with the Service or modifying another website so as to falsely imply that it is associated with the Service, Remine, or any other software or service provided by Remine;

C. using the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms of Use;

D. using the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

E. Real estate valuation models, programs or systems;

F. Inclusion or in combination with any other service or product of any kind;

G. Extracting, selecting or drawing out any data element for any use;

H. Real estate appraisal;

I. Credit evaluation and/or supporting;

J. Evaluating risk, marketing sale of insurance products of any kind, including but not limited to life, health, long-term care, disability, casualty, umbrella, mortgage, title or property;

K. Debt collection; or

L. Marketing or sale of goods[JK6] [AL7] and/or services of any kind, including but not limited to bankruptcy or real estate title/lien history unless Customer has the appropriate subscription allowing such expanded use.

2. Authorized Users

Accounts may only be used by Authorized Users and each Authorized User must agree to these Terms before being granted access. Authorized Users are limited to designated individuals who have a bona fide relationship with the Customer and have a legitimate business need to access and use Services. Authorized Users must be either employees, or direct consultants or contractors of the Customer. An Authorized User may not use the Service to find, evaluate, contact investments or listing opportunities for their own personal uses or for any business other than that of the Customer. The solicitation or acceptance of money, or anything else of value, by the Customer in exchange for granting an Authorized User access to the Services is strictly prohibited and will result in the immediate termination of the Customer’s account and may subject Customer to additional damages as permitted by law.

3. Acceptable Use Policy

By using the services, Customer and its Authorized Users agree that:

A. It will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.

B. It will not use the Services to cause nuisance, annoyance or inconvenience to any business or individual.

C. It will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any individuals.

D. It will not violate the publicity or privacy rights of another individual

E. The information Customer provides to Remine is accurate and up to date.

F. It will not use the Services in any way that could damage, disable, overburden or impair any of Remin’s servers, or the networks connected to any of the servers.

G. It will not attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of Remine’s servers.

H. It will not deep-link to the Services or access the Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Services or any content on the Services.

I. It will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that Customer discovers while using the Services.

J. It will not impersonate another person, act as another entity without authorization, or create multiple accounts.

K. It will not violate any state or federal law designed to regulate electronic advertising;

L. It will not upload pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Remine in its sole discretion.

M. It will not distribute, post, share information or content illegally or without permission and will not distribute, post, or share illegal content or content that causes harm to others

4. Customer[NP8] [JK9] Data

Remine’s provision of the Services depends on its ability to use information that Customer submits through the Service, such as usernames, passwords, and other information (collectively, “Customer Data”). Customer represents and warrants that: :

Customer has the right to provide Customer Data to Remine and Remine is under no obligation to compensate Customer in any way for the storage or use of Customer Data in accordance with this Agreement, including the Privacy Policy.
Customer has adequately disclosed any collection and use of personal information received by Remine;
Customer agrees to abide by all applicable email marketing, privacy, and data protection laws when communicating with any individuals whose personal information Customer received from Remine;
Customer will protect its user credentials and notify Remine of any unauthorized use of its user credentials; and,
Customer agrees to notify us of any complaints or privacy requests regarding our Services from individuals whose personal information you received from Remine.

Remine will only use the Customer Data to provide the Services and as otherwise set forth in the Privacy Policy. Remine will not disclose Customer Data to a third party except as reasonably necessary to (i) provide the Services or respond to a request from the Customer, (ii) enforce the terms of this Agreement, (iii) comply with applicable law or regulation, a subpoena, or other legal order or process; (iv) respond to claims or complaints by third parties; or (v) to protect the safety and rights of Remine, other users of the Services, or third parties.

5. Proprietary Rights

The Services are provided under license and are not sold. Customer does not acquire any ownership interest in the Services, including the information derived from the Services, under the Agreement or any other rights, other than to use the application and obtain the Services in accordance with all terms and conditions of this Agreement. Remine, its licensors, and its service providers reserve and retain exclusive ownership of, and all right, title, and interest in or to, the Services, all content and materials provided in connection with them, and all related rights, subject only to the limited license granted under the Agreement.

6. Consequences of Non-Compliance with Terms of Use

Remine may immediately terminate Customer's license and/or access to the Services at any time if Remine believes, in its sole discretion, that Customer has violated the Agreement.

7. Subscription Term

If Customer purchases a monthly subscription, the term of Customer's subscription is one month, but automatically renews month-to-month unless terminated by Customer or Remine. [AB10] If Customer purchases an annual subscription, then the term of Customer’s subscription is one year and shall automatically renew on an annual basis, unless terminated by Customer or Remine.

8. Termination

Remine reserves the right to cancel Services and the licenses granted to Customer at any time for any reason whatsoever, without recourse to Customer beyond a pro-rata refund of the fees paid by Customer for the remaining subscription term.[BC11] [AL12]

Customer may cancel its subscriptions at any time by using the Managed Payments feature in the Remine application. The cancellation will be effective at the end of the current subscription term in which Customer provides such notification. [AB13] [AL14]

9. Effect of Termination; Survival of Terms

Upon termination, Customer will no longer be able to access its account information or use the Service as a registered user. All rights granted to the Customer immediately terminate and Customer shall immediately cease using the Services. Any fees due to Remine up to the end of the then-current subscription term at time of termination shall remain payable to Remine.[AB15] [AL16]

Termination of the Agreement shall not affect either party’s accrued rights or obligations under these Terms as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after the Agreement has ended, as well as any outstanding payment obligations.

10. 1 Third Party Services

Through the Services, Remine may display, include links or make available third-party services or third party content in the form of various data and information (collectively “Third Party Services”). Remine makes Third Party Services available to Customer solely as a convenience for its customers. and Remine is not responsible for, and makes no representation, warranty or obligation regarding, any Third Party Services. Remine has no control over and is not responsible for any Third Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, use of personal information, legality, decency, quality, or any other aspect thereof. Remine does not assume and will not have any liability to Customer or any other person or entity for any Third Party Services.

It is the Customer's responsibility to independently investigate the qualifications of each service provider and to carefully review each service provider's service offerings prior to entering into any engagement or transaction. Such services are offered on an “AS-IS” basis and are subject to the limitations and disclaimers of the third-party providers, which are available from the providers upon request. Remine cannot and does not guarantee the outcome of the use of any Third Party Services.

Remine 's inclusion of links or references to Third Party Services does not imply any endorsement, warranty, guarantee or recommendation of these websites, contents, products or services of the sponsoring organization.

Third-Party Software/Integrations Disclaimer

10.2 If Customer integrates or uses any third-party software, tools, or services in conjunction with Remine’s Services, Customer acknowledges and agrees that:

a) Such third-party software or tools are governed by their own terms and conditions, and Remine makes no representation or warranty regarding the compatibility, accuracy, security, or functionality of such third-party software or tools when used with Remine’s Services.

b) Remine is not responsible for, and shall have no liability arising from, the performance, operation, or failure of any third-party software or tools integrated with or used in conjunction with the Services.

c) Customer is solely responsible for complying with any applicable third-party software licenses and ensuring that the use of such software or tools does not violate any agreements or intellectual property rights.

d) Remine reserves the right to restrict or discontinue the use of any third-party software or tools if they negatively impact the performance, security, or integrity of Remine’s Services.

11. Fees

Customer is responsible for paying all fees applicable to its use (and its Authorized User’s use) of the Services (“User Fees”). Customer authorizes Remine to, and the Customer agrees that Remine may, charge to the Customer's credit card, debit card or bank account, in advance, for all User Fees on a recurring basis.[AB17] Customer authorizes Remine to, and the Customer agrees that Remine may, modify and/or change the User Fee[AB18] upon thirty (30) days' notice to the Customer sent by e-mail to Customer's email of record on file with Remine. The User Fees are non-refundable and accrue until canceled whether or not the Customer accesses the application.[BC19] [JK20]

Customer's complete billing address and telephone number must be provided to process payments. Customer is responsible maintaining its payment methods and Remine may immediately suspend access to the Services if Customer’s payment method fails for any reason.

Furthermore, Remine may terminate access to the Services if Customer initiates any reversal or chargeback of any User Fees paid in accordance with this Agreement. Customer will reimburse Remine for all costs incurred in responding to such reversal or chargeback, including without limitation Remine’s actual costs paid to a payment service provider and the value of the time Remine’s employees spend in resolving the matter, as determined in its reasonable discretion.

12. Disclaimer of Warranty

SUBJECT TO APPLICABLE LAWS AND REGULATIONS, REMINE PROVIDES THE SERVICES TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REMINE – ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS – EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES. THIS DISCLAIMER INCLUDES ALL IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WHETHER THEY MAY ARISE OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, REMINE PROVIDES NO WARRANTY OR UNDERTAKING AND MAKES NO REPRSENTATION OF ANY KIND THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES; OPERATE WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE ERROR FREE; OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TO THE EXTENT APPLICABLE LAWS PROHIBIT TERMS OF USE AGREEMENTS FROM DISCLAIMING ANY IMPLIED WARRANTY, THE APPLICABLE IMPLIED WARRANTY WILL BE LIMITED TO THE MINIMUM WARRANTY AND WARRANTY PERIOD REQUIRED BY LAW.

13. Limitation of Liability

13.1 Except as provided in Section 14 below (“Indemnification”), Remine shall not be liable for and Customer waives the right to claim any loss, , injury, claim, liability or damage of any kind resulting in any way from the Services provided to Customer by Remine.

13.2 CUSTOMER AGREES THAT THE LIABILITY OF REMINE ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT CUSTOMER HAS PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. CUSTOMER FURTHER AGREES THAT REMINE IS NOT AND WILL NOT BE LIABLE FOR AND WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER REMINE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 14. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY REMINE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

13.3 Customer will solely be responsible for any damage and/or loss of Customer Data contained in Customer’s technology which occurs as a result of Customer’s electronic equipment and/or Customer’s computer system.

14. Indemnity

14.1 Customer hereby agrees to indemnify and hold harmless Remine from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

a. Customer’s or its Authorized Users’ breach of any obligation stated in this Agreement, and

b. Customer’s or its Authorized Users’ negligent acts or omissions.

Remine will provide prompt notice to Customer of any indemnifiable event or loss. Customer will undertake, at Customer’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Remine. Remine reserves the right to participate in the defense of the claim, suit, or proceeding, at Remine’ expense, with counsel of Remine’ choosing.

14.2 Intellectual Property Indemnification

Remine shall indemnify, defend, and hold Customer harmless from and against any and all claims, actions, proceedings, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to a claim by a third party that the Services, as provided by Remine and used by Customer in accordance with these Terms, infringe any intellectual property rights, including but not limited to copyrights, patents, trademarks, or trade secrets.

This indemnification is subject to the following conditions:

a) Customer must provide Remine with prompt written notice of the claim;

b) Remine shall have sole control over the defense and any settlement of the claim, provided that Remine may not settle any claim without the Customer's prior written consent, which shall not be unreasonably withheld; and

c) Customer shall provide reasonable assistance, at Remine’s expense, in the defense of the claim.

Remine shall have no liability or obligation to indemnify under this section if the claim arises from:

i) the modification of the Services by Customer without Remine’s prior written approval;

ii) the combination of the Services with any other product, service, or process not provided by Remine where the infringement would not have occurred but for such combination; or

iii) the use of the Services in a manner not authorized by these Terms or outside of the intended scope of use.

14.32 Remine shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Customer: (i) promptly gives written notice of the Claim to Remine (provided, however, that the failure to so notify shall not relieve Remine of its indemnification obligations unless Remine can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (ii) gives Remine sole control of the defense and settlement of the Claim (provided that Remine may not settle any Claim unless it unconditionally releases Customer of all liability); and (iii) provides to Remine, at Remine’s cost, all reasonable assistance. Remine shall not be required to indemnify Customer in the event of: (x) modification of the Service by Customer in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by Remine to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use.

15. Choice of Law.

These Terms of Use shall be deemed to have been agreed to in the Commonwealth of Virginia. In any litigation arising out of these Terms of Use, the prevailing party shall be entitled to reasonable attorneys' fees and costs.

16. Arbitration

16.1 Remine and Customer each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents or information and the proposed resolution. Customer shall contact Remine with disputes at the address provided in these Terms or on the Remine Website. Remine will contact Customer based on the contact information Customer has provided to Remine.

16.2 If the parties cannot resolve any dispute after 30 days, the party seeking to pursue a claim will submit the claim to arbitration consistent with this Section 16. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.

16.3 Any claim or dispute between the parties, and any claim by either against any agent, employee, successor, or assign of the other, including third parties, whether related to these Terms of Use or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810.

16.4 Customer agrees that receiving the Services is a transaction involving interstate commerce. These Terms of Use and any related arbitration proceedings will be governed by the Federal Arbitration Act, 9 U.S.C. 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

16.5 Either party may bring applicable claims in small claims court. Also, the parties agree that any arbitration will be solely between Remine and Customer, not as part of a class wide claim. If any court or arbitrator determines that this class wide restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the class wide dispute must be brought in court.

17. No Class Actions

TO THE EXTENT ALLOWED BY LAW, EACH PARTY EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

18. 1 No Jury Trial

TO THE EXTENT ALLOWED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY INANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING..

18.2 Force Majeure

Neither Remine nor Customer shall be liable or responsible for any failure to perform, or delay in the performance of, any of their respective obligations under this Agreement (except for payment obligations) that is caused by events beyond their reasonable control (“Force Majeure Event”), including but not limited to:

· acts of God, natural disasters (such as floods, fires, earthquakes),

· pandemics, epidemics, public health emergencies,

· wars, terrorism, civil unrest,

· governmental actions or regulations,

· strikes, labor disputes,

· electrical, telecommunications, or internet service interruptions, or

· any other event beyond the reasonable control of the affected party.

The affected party shall notify the other party of the Force Majeure Event as soon as reasonably possible, and the time for performance of the affected obligation shall be extended for the duration of the Force Majeure Event. If the Force Majeure Event prevents performance for more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party without any liability, except that Customer shall remain responsible for any payments due and owing up to the date of termination.

19. Miscellaneous

19.1 This Agreement and Customer’s relationship with Remine shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the Commonwealth of Virginia and shall be considered to have been made and accepted in Fairfax, Virginia, USA, without regard to its conflict of law provisions. All actions brought hereunder, whether at law or in equity, shall be brought in the state or federal courts located in and serving the Commonwealth of Virginia. Customer consents to jurisdiction in the state of Virginia and expressly waives any jurisdiction privileges which may be asserted in connection with these Terms of Use. or any claim that Virginia is an inconvenient forum.

19.2 Reservation of Rights. Remine Inc. reserves all rights not expressly granted to Customer in the Agreement.

19.3 A party's failure to enforce strict performance of any provision of these Terms of Use will not constitute a waiver its right to subsequently enforce such provision or any other provision of these Terms of Use.

19.4 Customer acknowledges and agrees that Remine may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

19.5 Customer acknowledges the risk that information and the Customer Data stored and transmitted electronically through the Services may be intercepted by third parties. Customer agrees to accept that risk and will not hold Remine liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Remine, with strict business reasons, may access and transfer the Customer Data and only to provide Customer with the Service. Remine will make reasonable efforts to provide notice to Customer prior to such access and transfer.

19.6 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

19.7 This agreement shall be deemed as being jointly drafted and not construed in favor of or against any party.

19.8 Severability. Except as otherwise provided herein, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

19.9 Electronic Communications. For contractual purposes, Customer (1) consents to receive communications from us in an electronic form; and (2) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Remine provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect Customer’s statutory rights.