ADSWERVE, INC.

TERMS OF USE

Last Updated: December 1, 2020

This Terms of Use (the “Terms of Use”) is entered into between Adswerve, Inc. (“Adswerve,” “us,” “we,” or “our”) and you, or if you represent an entity or other organization, that entity or organization, (in either case, “you”).  This Terms of Use governs your access to and use of the website located at www.adswerve.com and other websites operated by Adswerve, our affiliates, or agents (collectively, the “Site”) the Adswerve Connect portal (“Adswerve Connect”), and other services and resources made available from Adswerve (together with the Site and Adswerve Connect, the “Services”).

PLEASE READ THIS TERMS OF USE CAREFULLY.  BY TICKING A BOX TO ACCEPT THIS TERMS OF USE, COMPLETING THE REGISTRATION PROCESS, BROWSING THE SITE, SIGNING IN TO ADSWERVE CONNECT, OR ACCESSING THE SERVICES IN ANY WAY, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ADSWERVE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF ADSWERVE YOU HAVE NAMED AS THE USER, AND TO BIND THAT ADSWERVE TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE SERVICES.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE BY ADSWERVE IN ITS SOLE DISCRETION AT ANY TIME.  Adswerve will inform you of the presence of any changes to this Terms of Use by posting those changes on the Services, by changing the “Last Updated” date at the top of the Terms of Use, and/or by providing you with notice through the Services or other means (including by sending you notice to any email address provided to Adswerve).  Unless otherwise stated, any modifications will be effective immediately upon posting of the Services or delivery of such notice.  You may terminate this Terms of Use as set forth below if you object to any such modifications.  However, you will be deemed to have agreed to any and all modifications through your continued use of the Adswerve Properties (as defined below) following such notice period.  PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.

1.    USE OF THE SERVICES AND ADSWERVE PROPERTIES.

1.1.   License.  The Services and the information, data, images, and other content (“Content”) available in connection therewith (each, an “Adswerve Property” and collectively, the “Adswerve Properties”) are protected by copyright laws throughout the world.  Subject to the Terms of Use, Adswerve grants you a limited license to reproduce portions of Adswerve Properties for the sole purpose of using the Services for your internal business purposes.  Unless otherwise specified by Adswerve in a separate license, your right to use any and all Adswerve Properties is subject to the Terms of Use.

1.2.   Certain Restrictions.  The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Adswerve Properties or any portion of Adswerve Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Adswerve Properties (including images, text, page layout or form) of Adswerve; (c) you shall not use any metatags or other “hidden text” using Adswerve’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Adswerve Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Adswerve Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Adswerve Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Adswerve Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Adswerve Properties.  Any future release, update or other addition to Adswerve Properties shall be subject to the Terms of Use.  Adswerve, its suppliers and service providers reserve all rights not granted in the Terms of Use.  Any unauthorized use of any Adswerve Property terminates the licenses granted by Adswerve pursuant to the Terms of Use.

2.    REGISTRATION.

2.1.   Registration Data. In order to access certain features of Adswerve Properties you may be required to become a Registered User or otherwise submit a registration or sign-up form.  For purposes of the Terms of Use, a “Registered User” is a user who has registered an account on the Services (“Account”).  In registering an Account or submitting a separate registration for any webinars, trainings, and other features made available through the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) not provide any information belonging to another person or organization with the intent to impersonate that person or organization.  You represent that you (x) are at least eighteen (18) years old; (y) have permission or authority from your organization to access the Adswerve Properties; and (z) are not a person barred from using Adswerve Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Adswerve has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Adswerve has the right to suspend or terminate your Account or registration and refuse any and all current or future use of Adswerve Properties (or any portion thereof).

2.2.   Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Adswerve.  You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to notify Adswerve immediately of any unauthorized use of your password or any other breach of security.  You agree not to create an Account on behalf of someone other than yourself unless permitted in writing by Adswerve.  Adswerve reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use Adswerve Properties if you have been previously removed by Adswerve, or if you have been previously banned from any Adswerve Properties.

2.3.   Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to Adswerve Properties, including but not limited to, a mobile device that is suitable to connect with and use Adswerve Properties, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Adswerve Properties.  By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and/or texts in order to perform and improve upon the Services.  Adswerve will not assess and charge for any calls or texts, but standard message charges or other charges from your wireless carrier may apply.  You may opt out of receiving text messages from us by emailing contact@adswerve.com.

3.    OWNERSHIP.

3.1.   Adswerve Properties. You agree that Adswerve and its suppliers own all rights, title and interest in Adswerve Properties.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Adswerve Properties.  You agree that you have no right, title, or interest in or to any Content that appears on or in Adswerve Properties.

3.2.   Trademarks.  Adswerve, Inc. and all related graphics, logos, service marks and trade names used on or in connection with any Adswerve Properties or in connection with the Services are the trademarks of Adswerve and may not be used without permission in connection with your or any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Adswerve Properties are the property of their respective owners.

3.3.   Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Adswerve through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Adswerve has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Adswerve a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Adswerve Properties and/or Adswerve’s business.

3.4.   Usage Data.  Adswerve will have the right to collect, extract, compile, synthesize, and analyze data or information resulting from your access to and use of the Services. To the extent any such data or information is collected or generated by Adswerve, the data and information will be solely owned by Adswerve and may be used by Adswerve for any lawful business purpose without a duty of accounting to you.  You acknowledge and agree that any personal information collected by Adswerve may be used in accordance with the Adswerve Privacy Policy, located at https://adswerve.com/privacy-policy/.

4.    USER CONDUCT.  As a condition of use, you agree not to use Adswerve Properties for any purpose that is prohibited by the Terms of Use, applicable law, or any terms, subscription agreement, statements of work, order forms, or other agreement(s) between Adswerve and your employer or organization relating to the Services (collectively, the “Customer Agreement”).  You shall not (and shall not permit any third party) to take any action on or through the Adswerve Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Adswerve’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Adswerve; (vi) interferes with or attempts to interfere with the proper functioning of Adswerve Properties or uses Adswerve Properties in any way not expressly permitted by the Terms of Use; or (vii) attempts to engage in or engages in any potentially harmful acts that are directed against Adswerve Properties, including but not limited to violating or attempting to violate any security features of Adswerve Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Adswerve Properties, introducing viruses, worms, or similar harmful code into Adswerve Properties, or interfering or attempting to interfere with use of Adswerve Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Adswerve Properties.

5.    INVESTIGATIONS.  Adswerve may, but is not obligated to, monitor or review Adswerve Properties at any time.  If Adswerve becomes aware of any possible violations by you of any provision of the Terms of Use, Adswerve reserves the right to investigate such violations, and Adswerve may, at its sole discretion, immediately terminate your license to use Adswerve Properties, in whole or in part, without prior notice to you.

6.    THIRD-PARTY PROPERTIES.  Adswerve Properties may contain links to third-party websites, applications, and/or advertisements for third parties (“Third-Party Properties”).  When you click on a link to a Third-Party Property, we will not warn you that you have left Adswerve Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Properties are not under the control of Adswerve.  Adswerve is not responsible for any Third-Party Properties.  Adswerve provides these Third-Party Properties only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties, or any product or service provided in connection therewith.  You use all links in Third-Party Properties at your own risk.  When you leave our Services, the Terms of Use no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

7.    INDEMNIFICATION.  You agree to indemnify and hold Adswerve, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Adswerve Party” and collectively, the “Adswerve Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your violation of the Terms of Use; (b) your violation of any rights of another party, including any Registered Users; or (c) your violation of any applicable laws, rules or regulations.  Adswerve reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Adswerve in asserting any available defenses.  This provision does not require you to indemnify any of the Adswerve Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder.   You agree that the provisions in this section will survive any termination of your Account, the Terms of Use and/or your access to Adswerve Properties.

8.    DISCLAIMER OF WARRANTIES AND CONDITIONS.

8.1.   As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ADSWERVE PROPERTIES IS AT YOUR SOLE RISK, AND ADSWERVE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  ADSWERVE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE ADSWERVE PROPERTIES.

8.1.1.   ADSWERVE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) ADSWERVE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF ADSWERVE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF ADSWERVE PROPERTIES WILL BE ACCURATE OR RELIABLE.

8.1.2.   ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH ADSWERVE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS ADSWERVE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

8.1.3.   THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ADSWERVE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

8.1.4.   NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ADSWERVE OR THROUGH ADSWERVE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8.1.5.   From time to time, Adswerve may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Adswerve’s sole discretion.  The provisions of this section apply with full force to such features or tools.

8.2.   No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT ADSWERVE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ADSWERVE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

9.    LIMITATION OF LIABILITY.

9.1.   Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ADSWERVE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ADSWERVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF ADSWERVE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE ADSWERVE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH ADSWERVE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ADSWERVE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO ADSWERVE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ADSWERVE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN ADSWERVE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN ADSWERVE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.2.   Cap on Liability. UNDER NO CIRCUMSTANCES WILL ADSWERVE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO ADSWERVE BY YOU OR YOUR ORGANIZATION DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ADSWERVE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN ADSWERVE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN ADSWERVE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.3.   Basis of the Bargain.  The limitations of damages set forth above are fundamental elements of the basis of the bargain between Adswerve and you.

10.    TERM AND TERMINATION.

10.1.   Term.  The Terms of Use commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Adswerve Properties, unless terminated earlier in accordance with the Terms of Use.

10.2.   Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Terms of Use commenced on the earlier to occur of (a) the date you first used Adswerve Properties or (b) the date you accepted the Terms of Use and will remain in full force and effect while you use any Adswerve Properties, unless earlier terminated in accordance with the Terms of Use.

10.3.   Termination of Services by Adswerve. Adswerve reserves the right to terminate or block any user’s access to the Services at any time, with or without cause, without notice.  For cause reasons that your access may be terminated include, but are not limited to, (a) if you or your organization fail to provide timely payment for the Services, if applicable, (b) if you have materially breached any provision of the Terms of Use, or (c) if Adswerve is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful).  You agree that all terminations for cause shall be made in Adswerve’s sole discretion and that Adswerve shall not be liable to you or any third party for any termination of your Account.

10.4.   Effect of Termination.  Termination of any Services includes removal of access to such Services and barring of further use of the Services.  Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof).  Upon termination of any portion of the Services, your right to use such portion of the Services will automatically terminate immediately.  Adswerve will not have any liability whatsoever to you for any suspension or termination.  All provisions of the Terms of Use which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

11.    INTERNATIONAL USERS.  Adswerve Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Adswerve intends to announce such Services or Content in your country.  Adswerve Properties are controlled and offered by Adswerve from its facilities in the United States of America.  Adswerve makes no representations that Adswerve Properties are appropriate or available for use in other locations.  Those who access or use Adswerve Properties from other countries do so at their own volition and are responsible for compliance with local law.

12.    GENERAL PROVISIONS.

12.1.   Order of Precedence. In the event of any direct conflict between this Terms of Use and any Customer Agreement, the terms of the Customer Agreement shall govern.

12.2.   Assignment.  The Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Adswerve’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.3.   Force Majeure. Adswerve shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

12.4.   Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Adswerve Properties, please contact us at legal@adswerve.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

12.5.   Governing Law and Venue. This Terms of Use will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes shall be Denver, Colorado. The Parties hereby agree to waive the following defenses to any action brought in Colorado: forum non conveniens, lack of personal jurisdiction, insufficient process, and insufficient service of process.

12.6.   Notice.  Where Adswerve requires that you provide an e-mail address, you are responsible for providing Adswerve with your most current e-mail address.  In the event that the last e-mail address you provided to Adswerve is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Use, Adswerve’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Adswerve at the following address: Adswerve, Inc., Attn: Legal Department, 999 18th Street, Suite 2301N, Denver, CO 80202.  Such notice shall be deemed given when received by Adswerve by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

12.7.   Waiver.  Any waiver or failure to enforce any provision of the Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.8.   Severability.  If any portion of this Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

12.9.   Export Control. You may not use, export, import, or transfer Adswerve Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Adswerve Properties, and any other applicable laws.  In particular, but without limitation, Adswerve Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S.  Department of Commerce’s Denied Person’s List or Entity List.  By using Adswerve Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties.  You acknowledge and agree that products, services or technology provided by Adswerve are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S.  government authorization, export, re-export, or transfer Adswerve products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

12.10.   Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

12.11.   Entire Agreement.  The Terms of Use is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.