PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE. THIS IS A LEGALLY BINDING AGREEMENT
This Agreement governs your use of the website for the Modal property and is entered into by and between Modal Greenville LLC (referred to herein as the “Company”, “we”, “us”, or “our”) and you, on behalf of yourself and the buyer, member or supplier for which you have registered (“you”). The documents, data, information and other materials (collectively the “Material(s)”) contained on the Company’s website (the “Site”) are provided the Company, exclusively for noncommercial, individual use by prospective and confirmed Company guests to inquire about or make travel reservations and related services and for no other purpose (collectively, “Authorized Users”).
BY ACCESSING, USING, VIEWING, TRANSMITTING, CACHING OR STORING THIS SITE OR ANY OF ITS SERVICES, FUNCTIONS, MATERIALS, OR CONTENTS, YOU SHALL BE DEEMED TO HAVE AGREED TO EACH AND ALL THE TERMS, CONDITIONS, AND NOTICES IN THIS AGREEMENT WITHOUT MODIFICATION. If you are not an Authorized User, and if you do not agree to the terms of this Agreement, you may not use this Site or download any Materials from it.
The Company, in its sole and absolute discretion, reserves the right to change the terms, conditions, and notices under which the Materials and the Site are offered at any time without notice and, unless otherwise indicated, such changes will become effective immediately; therefore, please check these terms periodically for changes. Your continued use of the Site following the posting of changes to this Agreement will mean you accept those changes.
1. WARRANTIES AND REPRESENTATIONS. You warrant that you are at least 18 years of age and possess the legal authority to enter into this agreement and to use this Site in accordance with all terms and conditions herein (if you are under the age of 18, you may contact the hotel directly for assistance). You agree to be financially responsible for all of your use of this Site (as well as for use of your account by others, including without limitation minors living with you). You agree to supervise all usage by minors of this Site under your name or account. You also warrant that all information supplied by you or members of your household in using this Site is true and accurate and without limitation, or any false or fraudulent reservation.
2. RESERVATIONS. You agree that the reservations facilities of this Site shall be used only to make legitimate reservations or purchases for you or for another person for whom you are legally authorized to act. For any reservations or other services for which fees may be charged, you agree to abide by the terms or conditions of purchase imposed, including, but not limited to, payment of all amounts when due and compliance with all rules and restrictions regarding availability of rates, products, or services. You shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of this Site. You understand that overuse or abuse of the reservation facilities of this Site may result in your being denied access to such facilities. We reserve the right to cancel or modify reservations where it appears that a customer has engaged in fraudulent or inappropriate activity or under other circumstances where it appears that the reservations contain or resulted from a mistake or error.
3. OWNERSHIP OF MATERIALS. The Materials are confidential and proprietary information of the Company or its licensors, as applicable. The Company makes no commitment to update the Materials.
4. INTELLECTUAL PROPERTY RIGHTS. All the Materials contained on the Site are the copyrighted property of the Company, or its parents, subsidiaries, affiliates, or a Company licensor, as applicable, and are protected by United States and international copyright laws. This Site and the Materials also contain and reference trademarks, patents, trade secrets, technologies, products, processes or other proprietary rights of the Company and/or other parties. No license or right to or in any such trademarks, patents, trade secrets, technologies, products, processes and other proprietary rights of the Company and/or other parties is granted to or conferred upon you. Trademarks owned by the Company may not be used or displayed publicly without the prior written permission of the owner of the marks. Reproduction or storage of materials obtained from this Site is subject to the U.S. Copyright Act of 1976, Title 17 U.S.C. You may not remove any copyright, trademark notice or proprietary notices from the Materials; or use the Materials or this Site except as permitted in this Agreement. The use of any Materials from the Site on any other internet, intranet, web or other site or computer environment is prohibited. You may not utilize framing techniques to frame any the Company trademarks, logos, or other proprietary information (including images and text). You may not use any meta tags or any other “hidden text” utilizing our name, trademarks or other proprietary information.
5. LIMITED LICENSE TO VIEW AND COPY. The downloading, reproduction, or retransmission of the Materials, other than for non-commercial individual use, is strictly prohibited. This Site is to be used by Authorized Users for personal use only. Commercial uses of this Site are strictly prohibited. If you are currently an Authorized User, you are granted a limited, non-transferable, revocable license to view and copy the Materials solely for your personal use, subject to the restrictions herein below. In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by us or third party licensors for your use in connection with the Site only. We do not transfer title to the Software to you. You own the medium on which the Software is recorded, but we (or third party licensors) retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.
6. PROHIBITED CONDUCT. You agree not to: (1) copy, display, modify, reproduce, post, distribute, upload, transmit or otherwise transfer any of the Materials to any third party without the prior written permission of the Company; (2) interfere or disrupt networks connected to the Site; (3) use or attempt to use any device, software or routine which interferes with the proper functioning of the Site or any transactions being offered through the Site; (4) transmit files, data or other materials containing a computer virus, corrupted data, worms, “Trojan horses” or other instructions or design that would erase data or programming or cause the Site or any equipment or system to become inoperable or incapable of being used in the full manner for which it was designed; (5) deliver any communication to or through the Site which violates any local, state, federal or international law; (6) deliver any communication to or through the Site that contains defamatory, libelous, abusive or obscene material; (7) deliver any communication to or through the Site that will infringe upon the rights of any third party; or (8) use any meta tags or any other “hidden text” utilizing our name, trademarks or other proprietary information.
7. LINKED WEB SITES. This Site includes links to other web sites. If you decide to access other web sites, you do so at your own risk. The Company provides such links solely as a convenience to you and for informational purposes only. The Company has not reviewed all of the information on these other web sites. The inclusion of these links in no way indicates the Company’s endorsement, support or approval of the content, advertising, products, services, policies or other materials on or available from such web sites. Neither the Company, nor any other providers of products or services related to this Site, shall be responsible for the content of any other web sites and make no representation or warranty regarding any other web sites or the contents or materials on such web sites. The Company disclaims any responsibility for the accuracy, content, or availability of information found on any other web sites that link to or from the Site. The Company does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against the Company with respect to such sites and third party content.
8. FORUMS AND PUBLIC COMMUNICATION. As used herein, “forum” means a chat area, message board, or e-mail function offered as part of the Site. If you participate in a Forum within the Site, if applicable, you must not: (1) defame, abuse, harass or threaten others; (2) make any bigoted, hateful or racially offensive statements; (3) advocate illegal activity or discuss illegal activities with the intent to commit them; (4) post or distribute any material that infringes and/or violates any right of a third party or any law; (5) post or distribute any vulgar, obscene, discourteous or indecent language or images; (6) advertise or sell to, or solicit others; (7) use the Forum for commercial purposes of any kind other than to facilitate a transaction on the Site; (8) post or distribute any software or other materials which contain a virus or other harmful component; or (9) post material or make statements that do not generally pertain to the designated topic or theme of any chat room or bulletin board. You shall remain solely responsible for the content of your messages and shall indemnify and hold the Indemnified Parties (defined below) harmless for the content of such messages. We reserve the right to remove or edit content from any Forum at any time and for any reason. You hereby acknowledge and agree that the Company is not responsible for the content or accuracy of any such information. By uploading materials to any Forum or submitting any materials to us, you automatically grant (or warrant that the owner of such materials expressly granted) us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called “moral rights” in those materials have been waived.
9. DISCLAIMER. YOU AGREE THAT YOU USE THE SITE AT YOUR OWN RISK. THE MATERIALS AND THE SITE ARE PROVIDED “AS IS” AND ON A “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS REGARDING THE ACCURACY, RELIABILITY, USEFULNESS OR COMPLETENESS OF THE SERVICES, CONTENT OR MATERIALS IN THE SITE OR ANY SITE LINKED TO IT WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, MATERIALS OR FUNCTIONS CONTAINED IN THE SITE WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SERVICES, CONTENT, MATERIALS OR THE SERVERS THAT MAKE THE SITE OR SUCH SERVICES, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE ACCURATE OR COMPLETE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, CONTENT, MATERIALS, FUNCTIONS OR PRODUCTS AVAILABLE THROUGH THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. NO ORAL ADVICE OR WRITTEN CORRESPONDENCE OR INFORMATION PROVIDED BY US OR ANY AGENT, REPRESENTATIVE, OR EMPLOYEE OF THE COMPANY WILL CREATE A WARRANTY OF ANY KIND AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. USE OF OR VISIT TO THIS SITE DOES NOT CONSTITUTE AN OFFER OF GOODS AND SERVICES BY THE COMPANY. GOODS AND SERVICES MAY ONLY BE AVAILABLE IN CERTAIN COUNTRIES AND ANY OFFER TO PURCHASE GOODS OR TO RETAIN SERVICES FROM THE COMPANY IS SUBJECT TO ACCEPTANCE BY THE COMPANY AND IN ACCORDANCE WITH SPECIFIC TERMS AND CONDITIONS ON WHICH THEY ARE OFFERED.
Although we intend that product descriptions contained in the Site be current and accurate, we make no warranty or representation that descriptions of products in the Site are accurate, complete, current, or reliable in any or all respects. In the event that a product described in the Site is not as described, your sole remedy is to return it in unused condition in accordance with the suppliers’ return policy.
You hereby acknowledge and agree that the Company is not responsible for telephone, electric, electronic, network, Internet, computer, hardware or software program malfunctions, failures, delays or difficulties, or late, lost, stolen, illegible, incomplete, garbled, misdirected, mutilated or postage due mail, e-mail, form postings, connections, messages or entries, or the security of any and all such matters. Further, the Company is not responsible for incorrect or inaccurate entry information, whether caused by Internet users or by any of the equipment or programming associated with or utilized in the Site or by any technical or human error which may occur in the processing of any information related to the Site.
You hereby acknowledge and agree that the Company is not responsible or liable in any way for injury, loss or damage to your computer or interception or use of credit card information, related to or resulting from use of the Site or any sites, services or materials linked or related thereto or therefrom and also are not responsible or liable in any way for any injury, loss, claim or damage relating to or resulting from any part of the Site operating or not operating on computers or networks used by you or communicating with such computers or networks.
“Search” and “Directory” are free services, which may be offered in connection with the Site. Because the Web changes constantly, no search engine technology can possibly have all accessible sites at any given time. Thus, we disclaim any responsibility for the content or availability of information contained in any search index or directory offered in connection with the Site.
You hereby acknowledge and agree that the Company is not responsible for any typographical, photographic, technical or pricing (including without limitation mistaken hotel rates) errors listed on our Site. The Company reserves the right, in its sole and absolute discretion, to make changes, corrections and/or improvements to the Site, and to the products and programs described in such information, at any time without notice.
In the event we are held liable for any damages related to any of the foregoing matters, your sole and exclusive remedy will be limited to reimbursement for services or products paid by you to the entity held liable which were not provided by such entity. You hereby waive any and all rights to bring any claim or action related to such matters in any forum beyond 1 year after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.
10. LIMITATION OF LIABILITY. IN NO EVENT, INCLUDING, BUT NOT LIMITED TO, THE COMPANY’S NEGLIGENCE, SHALL THE COMPANY, AND THE COMPANY’S MEMBERS, MANAGERS, AGENTS, REPRESENTATIVES, OFFICERS AND EMPLOYEES, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS OR DATA, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE OR THE MATERIALS, OR THE PERFORMANCE OR NON-PERFORMANCE BY THE COMPANY OR ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS SITE, INCLUDING BUT NOT LIMITED TO ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, AND ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY OF RECOVERY. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11. INDEMNIFICATION. You hereby indemnify, defend and hold us and our real property, and each of our owners, partners, subsidiaries, affiliates, franchisees and each of such person’s or entities’ officers, directors, agents, contractors, subcontractors, guests, residents, visitors, licensees, invitees, permitees and employees (collectively, the “Indemnified Parties”) harmless from and against any and all allegations, demands, claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys’ fees) and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise (“Claims”) arising out of or in any way connected with this Agreement, the services or products provided to you by the Site or any related act or failure to act by you and whether or not occasioned or contributed to by the negligence of the Company or any agent or employee of the Indemnified Parties or any of them (except as and to the extent prohibited by applicable law) or Claims arising from your account, including, without limitation, any Claims related to infringement by you of the intellectual property rights of any person, including without limitation, copyright, patent, trade secret, trade mark, artist rights, privacy, publicity or rights under other intellectual property laws. In the event that any Claim is made or any action or proceeding is brought against the Indemnified Parties, or any of them, arising out of or connected with this Agreement, any such Indemnified Party may, by reasonable notice to you, require you, at your expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior written approval of such Indemnified Party, which approval shall be deemed to have been given hereby in the case of counsel acting for your insurance underwriters engaged in such resistance or defense. You shall cooperate with us in the defense of any Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
12. RELEASE. BY UTILIZING THE SITE, ALL USERS ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES (DEFINED ABOVE) ARE RELEASED, DISCHARGED AND HELD HARMLESS FROM AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY LIABILITY WITH RESPECT TO ALL ASPECTS OF THE SITE (INCLUDING WITHOUT LIMITATION, ANY ILLNESS, LOSSES, LITIGATION, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, AND CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY, REASONABLE ATTORNEYS’ FEES AND COURT COSTS) THAT MAY OCCUR FROM USE OF THE SITE OR THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF INFORMATION, MATERIALS, SERVICES OR PRODUCTS RELATED THERETO OR ACQUIRED THEREFROM.
13. SECURITY. If you have been provided with a login and password, then any such login and password are for your personal use only. You may not reveal your login or password to anyone else or permit anyone else to use your login and password to access the Site. You are responsible for maintaining the confidentiality and security of your login and password and accept responsibility for all activities that occur under your account or password. You must notify the Company immediately in the event that the security of your login or password has been breached.
14. TERMINATION/ACCESS RESTRICTION. The Company reserves the right, in its sole and absolute discretion, to modify or restrict your access or terminate your access to the Site and the Materials or any portion thereof at any time, without notice. We also reserve the right to refuse service, terminate accounts, remove or edit content or cancel reservations in our sole and absolute discretion. We further reserve the right to seek any form of relief, including without limitation attorneys’ fees, related to fraudulent or illegal activity connected with the use of the site.
If for any reason any portion of the Site is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the reasonable control of the Company which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Site, we reserve the right (but not the obligation) in our sole and absolute discretion, to prohibit you and any member, buyer or supplier (and all of your and their information) from using the Site, and to cancel, terminate, modify or suspend the Site or any portion thereof and void such Information.
15. PRIVACY. ELECTRONIC TRANSMISSIONS, INCLUDING THE INTERNET, ARE PUBLIC MEDIA, AND ANY USE OF SUCH MEDIA IS PUBLIC AND NOT PRIVATE. INFORMATION RELATED TO OR ARISING FROM SUCH USE IS PUBLIC, OR THE PROPERTY OF THOSE COLLECTING INFORMATION, AND NOT PERSONAL OR PRIVATE INFORMATION.
16. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701- 2711). THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE SITE. THE COMPANY WILL NOT BE LIABLE FOR THE PRIVACY OF THE INFORMATION, E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SITE.
17. NOTICES. All notices and other communications permitted or required by the provisions of this Agreement may be given by electronic mail, conventional mail or, if by the Company, by posting such notice on this Site. Notice is deemed given upon receipt by you if sent by electronic mail or conventional mail, or immediately upon posting to this Site.
18. DIGITAL SIGNATURE PROVISIONS. You represent and warrant that you have the legal right, power and authority to agree to the terms of this Agreement on behalf of yourself and the member, buyer or supplier participating in the Site. You further agree that your use constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act (“E-Sign”) and the Uniform Electronic Transactions Act (“UETA”) and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you and the member, buyer or supplier on whose behalf you are acting.
19. TERMINATION. This Agreement shall be effective until terminated by either party. You may terminate these terms at any time by discontinuing use of the Site and destroying all materials obtained from any and all such sites and all related documentation and all copies and installations thereof, whether made under the terms of this Agreement or otherwise. Your access to the Site may be terminated immediately without notice from us if in our sole and absolute discretion you fail to comply with any term or provision of this Agreement. Upon termination, you must cease use of the Site and destroy all materials obtained from such site and all copies thereof, whether made under the terms of this Agreement or otherwise. Notwithstanding the termination of this Agreement, you acknowledge and agree that those rights and obligations which, by their nature, are intended to survive the termination of this Agreement in order to be fully operative, shall survive the termination of this Agreement.
20. COPYRIGHT POLICY AND INFRINGEMENT NOTICE. The Company respects the copyright rights of others and has adopted and implemented a policy that provides for (a) the removal of content from this Site under appropriate circumstances, and (b) the suspension or termination of account holders or subscribers who repeatedly infringe the copyright rights of others. Parties submitting content to the Site should be aware that the Company reserves the right to suspend or terminate their subscriptions or accounts in the event that the Company determines, in its sole discretion, that they have engaged in repeated acts of copyright infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent directly to our office. Notification must be submitted to the following address:
Modal Greenville LLC
813 Augusta Street
Greenville, SC 29605
To be effective, under Title 17, United States Code, Section 512(c)(3), the notification must be a written communication that includes the following: (1) A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
21. MISCELLANEOUS PROVISIONS. Any claim relating to this Agreement or the Materials shall by governed by the laws of the State of South Carolina, United States of America, exclusive of the choice of law rules thereof. You agree that any action at law or in equity arising out of or relating to the terms of this Agreement shall be filed only in the United States District Court for the District of South Carolina or, if there is no federal jurisdiction over the action, in the courts of the State of South Carolina located in Columbia, South Carolina. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements. No failure or delay on the part of the Company in exercising any right or remedy hereunder or enforcing the terms and conditions of this Agreement will operate as a waiver thereof. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Headings are for convenience only and not for use in interpretation of this Agreement.