Qumaron, referred to herein as Qumaron (“Qumaron”), is composed of the Qumaron Website,
www.qumaron.com, and any other Website, product, or service owned or operated by Qumaron.
By utilizing any of these properties, you agree to be bound by the terms and conditions
detailed herein. The company offers games, activities, and services including, but not limited to, game downloads,
online games, game purchases, e-greeting applications, browser toolbars, game management utilities, sweepstakes, contests,
chat services, message boards, video streaming, affiliate programs, game review writing, affiliate email and newsletter
tools, other assorted affiliate and social networking services, and general game content browsing.
Qumaron and its subsidiaries and affiliates own these sites and services. Your use of Qumaron is subject
Your Accounts with the company and all of the company’s games, activities, and other services, regardless of when
they are added to Qumaron, are governed by these Terms of Service.
Our Website and service offerings are always evolving, so it is important that you periodically check here,
as well as the specific rules for any games or activities in which you choose to participate,
for updates. If we revise the Terms of Service, you are hereby on notice that such revision will
take effect immediately upon being posted on the Website. Each time you use or take part in any offering
from the company, you agree to review the Terms of Service to become aware of such revisions.
discontinue using or participating in any of the company’s Websites, products, and services.
If you violate our Terms of Service, Qumaron may issue you a warning regarding the violation, or,
in Qumaron’s sole discretion, immediately terminate any and all Accounts that you have established with the company.
You acknowledge that Qumaron is not required to provide you notice before terminating your account. See the ONLINE CONTENT
and ONLINE CONDUCT sections of this document for further detailed information.
These terms in conjunction with other offers
The Terms of Service and any posted rules or instructions regarding a particular game, activity, affiliation service, contest,
or sweepstakes constitutes the entire agreement between you and Qumaron regarding your rights and obligations in your
use of any Qumaron property. If there is a conflict between the Terms of Service and any other rules
or instructions posted on or in a Qumaron property, the company will resolve the conflict within its sole discretion.
Accounts (“Account” or “Accounts”) as used herein is defined as the account that results from registering for
any service with Qumaron. When you complete a registration process, you create an Account and you become a Member (“Member”).
Your Account allows you to participate in specific services on Qumaron. To create an account, you must enter an email,
username and password. Your email and/or username is your Qumaron identity. You may not select a username that is used
by someone else, and your username cannot be indecent, or otherwise offensive, or be used in any way that
violates the Terms of Service. You may not provide false information during the registration process. You must provide truthful and
accurate information in creating your Accounts. Qumaron requires all users to be over the age of 18 and we require
all users registering accounts to indicate that they are over 18.
Qumaron reserves the right to limit the number of accounts a user can establish. This limit may
change over time at the company’s discretion.
You are solely responsible for all activity on your account and for the security of your computer system.
You should not reveal your password to other users. Qumaron will not ask you to reveal your password.
If you forget your password, you can request to have a new password sent to your registered email address.
You agree to indemnify and hold Qumaron harmless for any improper or illegal use of your account by you.
This includes illegal or improper use by someone to whom you have given permission to use your account or whom
you have negligently allowed to access your account. Your account is at risk if you let someone use it inappropriately
and your account in any of our services is subject to termination if you or anyone using your account
violates our Terms of Service. If your account is terminated, you may not join Qumaron again without our express permission.
“Content” is defined herein as the software, communications, images, sounds, and all the material and information you encounter
through Qumaron. Qumaron, our Members, our affiliates, and our independent content providers provide most of the Content on Qumaron.
Qumaron does not pre-screen all Content. You bear the entire risk of the completeness, accuracy or usefulness of Content found on Qumaron.
Strong vulgar language, crude or explicit sexual references, discussions of illegal drugs, and hate speech are always inappropriate
Content for Qumaron. Content standards may vary depending on where you are on Qumaron, the type of game you are playing and
the expectations of the community. Some game play and chat rooms may involve use of stronger language than others, including mild
expletives. Always use your best judgment in online conduct. If it is inappropriate in the workplace, don’t post
it on our message boards or chat rooms.
Qumaron representatives may monitor your communications on Qumaron. But we cannot monitor all of the Content
on Qumaron, and we do not attempt to do so. If you encounter something you don’t want to see,
you can report it to the game support or complaint email address for the area in which the incident occurred.
Qumaron does not endorse, approve, or prescreen any Content that you or other users communicate on the Service.
Qumaron does not assume any responsibility or liability for Content that is generated by Members or other
guests on Qumaron. We reserve the right to remove Content that is objectionable to us for any reason.
This determination is in our sole discretion, and is final. Qumaron does not assume any liability for any failure
to remove, or any delay in removing Content.
Online conduct should be guided by common sense and basic etiquette. The laws that apply in the offline world
must be obeyed online as well. We have zero tolerance for illegal behavior on Qumaron. You must also obey rules
for use of third party tools, and rules of interactive service providers, state, local, federal laws, or foreign
or international law where appropriate. Ignorance of the law is no excuse. We terminate use of Qumaron
and cooperate with law enforcement for illegal behavior.
You agree that you will be personally responsible for your use of Qumaron and for all of your communication and
activity in using the Service, including any Content you contribute, and that you will indemnify and hold harmless Qumaron,
its affiliates, employees, officers, and directors from any liability or damages arising from your conduct on Qumaron,
including any Content that you contribute.
You will violate the Terms of Service if you (or others using your account) do any of the following:
Post, transmit, promote, or distribute Content that is illegal.
Harass, threaten, embarrass, or do anything else to another Member or guest that is unwanted. This means: do not say bad things about them, do not send them unwanted messages, do not attack their race, gender, sexual orientation, religion, heritage, disability, etc. If you disagree with someone, respond to the subject, not the person.
Transmit or facilitate distribution of Content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable. Hate speech is not tolerated.
Disrupt the flow of chat in chat rooms with vulgar language, abusiveness, hitting the return key repeatedly or inputting large images so the screen goes by too fast to read, use of excessive shouting [all caps] in an attempt to disturb other users, “spamming” or flooding [posting repetitive text].
Impersonate another person (including celebrities), indicate that you are a Qumaron employee or a representative of Qumaron, or attempt to mislead users by indicating that you represent Qumaron or any of Qumaron’S partners or affiliates.
Attempt to get a password, other account information, or other private information from a Member or any other user on Qumaron. Remember: Qumaron employees will NEVER ask for your password. Do not give your password, reminder words, or billing information out to anyone.
Upload any software or Content that you do not own or have the legal right to freely distribute.
Promote or encourage any illegal activity including hacking, cracking or distribution of counterfeit software.
Upload files that contain a virus or corrupted data.
Post messages for any purpose other than personal communication, including without limitation advertising, promotional materials, chain letters, pyramid schemes, or make any commercial use of our Service.
Improperly use in game support or complaint buttons or make false reports to Qumaron staff members.
Use or distribute “auto” software programs, “macro” software programs or other “cheat utility” software program or applications.
You may not modify any part of the Service or any Service Website that Qumaron does not specifically authorize you to modify.
You must obey all applicable laws, regulations and rules wherever you are on the Service. This includes rules for use of third-party technology and content, rules of interactive service providers, and federal, state, local and foreign laws where applicable. Ignorance of the law is no excuse. The laws that apply in the offline world must be obeyed online as well. We have zero tolerance for illegal behavior on the Service. We will cooperate with law enforcement in such matters.
You may not post or communicate any player’s real-world personal information within the Service or through any Service Website or any Service bulletin board.
You will not attempt to interfere with, hack into or decipher any transmissions to or from the servers running the Service. You will not exploit any bug in the Service or in any Qumaron product to gain unfair advantage in the game and you will not communicate the existence of any such bug (either directly or through the public posting) to any other user of the Service.
You will not do anything that interferes with the ability of other Service users to enjoy playing a Qumaron game and using the Service, in accordance with its rules, or that materially increases the expense or difficulty of Qumaron in maintaining the Service for the enjoyment of all its users. If you encounter another user of the Service who is violating any of the Rules of Conduct described above, please report them.
Qumaron does not recognize or condone any outside service that may be used for the exchange of points,
assets or attributes that you may accumulate as a result of participating in the Service or playing your Qumaron game.
This includes the exchange of points or virtual items on services including eBayTM or Yahoo!TM Auctions. We don’t
assume any responsibility for, and do not support, such transactions.
ALWAYS USE CAUTION WHEN EXCHANGING ASSETS ON THESE SERVICES! THESE RULES WILL APPLY TO ANYONE THAT YOU INTENTIONALLY OR NEGLIGENTLY
ALLOW TO USE YOUR SERVICE ACCOUNT OR USER ID, AND THAT YOU ARE PERSONALLY RESPONSIBLE FOR THE CONSEQUENCES (INCLUDING TERMINATION OF YOUR ACCOUNT)
THAT MAY RESULT IF ANY SUCH PERSON BREAKS THESE RULES. IN ORDER TO HELP MAKE THE SERVICE A GOOD EXPERIENCE FOR EVERYONE, Qumaron MAY
OCCASIONALLY FIND IT NECESSARY TO MAKE CHANGES TO, OR RESET CERTAIN PARAMETERS OF, THE SERVICE IN ORDER TO BRING IT BACK INTO BALANCE.
THESE CHANGES OR RESETS MAY AFFECT CHARACTERS OR TEAMS UNDER YOUR CONTROL AND MAY CAUSE YOU SETBACKS WITHIN THE GAME WORLD. THESE RULES MAY
BE CHANGED, AND NEW RULES MAY BE ADDED, AT ANY TIME. YOU AGREE TO CHECK THE SERVICE WEBSITE FROM TIME TO TIME TO REVIEW
ANY RULE CHANGES THAT Qumaron MAY HAVE MADE.
Public Nature of Communications
You acknowledge and agree that your communications with other users via chats, conferences, bulletin boards, and any other avenues of communication
on this Service are public and not private communications, and that you have no expectation of privacy concerning your use of this
Service. You acknowledge that personal information that you communicate on this Service may be seen and used by others and result
in unsolicited communications, therefore we strongly encourage you not to disclose any personal information about yourself in your
public communications on our Service. Qumaron is not liable for information that you choose to communicate to other users
on the Service, or for the actions of other users. By communication within the Service, i.e. by submitting a Posting,
you represent and warrant that you have all necessary rights in and to all Postings you provide and all information they contain and that such
Postings shall not infringe any proprietary or other rights of third parties or contain any libelous, tortuous, or otherwise unlawful
information. If your Posting incorporates the name, voice, likeness and/or image of any individual, you represent and warrant that you have the
right to grant Qumaron permission to use such name, voice, likeness and/or image of such individual appearing in the Posting in all
media throughout the world in perpetuity. Once you post or send any Content to Qumaron, you expressly grant Qumaron the complete
and irrevocable right to quote, re-post, use, reproduce, modify, distribute, transmit, broadcast, and otherwise communicate, and publicly
display and perform the Content in any form, anywhere, with or without attribution to your screen name in Qumaron’S discretion,
and without any notice or compensation to you of any kind. By submitting a Posting, you agree to defend, indemnify and hold
Qumaron, its parent, subsidiaries, affiliates and/or related entities and parties harmless from and against any breach or alleged breach of any
of your representations, warranties or undertakings hereunder.
Commercial Activity and Unsolicited E-mail
You may not advertise any goods or services on Qumaron. Chain letters and pyramid schemes are expressly prohibited.
You may not use any area of Qumaron to collect information, including login names, about Qumaron Members, and use of such information
to send unsolicited email or for any other purpose is strictly prohibited. You may not exploit Qumaron, or any games or services
offered on Qumaron for any commercial purpose. Any violation of these provisions can subject your Qumaron account(s)
to immediate termination (or result in revocation of Guest status, if you are a guest) and to further legal action.
Use of Machines, Computers, Scripts
The use of machines, computers, scripts or any automated system on Qumaron is strictly prohibited and may result in criminal
liability under the Computer Fraud and Abuse Act, Section 1030 of the United States Code. You may only play Qumaron games with one type, version
or copy of browsing software application at any one time. Qumaron may terminate and permanently disqualify any Members who, in its
sole discretion, determines as being in violation of these Terms of Service. All decisions by Qumaron are final.
Proprietary Rights; Copyrights and Trademarks
Much of the Content available on Qumaron is owned by Qumaron or our licensors, and is protected by copyrights,
trademarks, and other intellectual property rights. You will not copy or download any Content from Qumaron unless we have expressly
authorized you to do so in writing. You must have the legal right to upload any Content to Qumaron before you
do so in writing. You will not copy, transmit, modify, distribute, show in public or in private, modify or create
any derivative works from the Content you find on Qumaron, unless Qumaron expressly authorizes you to do so in writing.
Making unauthorized copies of any Content found on Qumaron can lead to the termination of your Qumaron account(s)
(or revocation of Guest status, if you are a guest) and may subject you to further legal action. Similarly,
other content owners may take criminal or civil action against you. In the event legal action is taken against you for your
acts and/or omissions in participating on Qumaron, you agree to indemnify and hold harmless Qumaron and its subsidiaries,
affiliates, related companies, employees, officers, directors and agents.
Export Control Laws
You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission
or otherwise, any Content or Qumaron Software subject to restrictions under such laws to a national destination
prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not
to upload to Qumaron any data or software that cannot be exported without prior written government authorization, including,
but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive
termination of this Agreement.
User’s Computer Information
When you connect to Qumaron, we may retrieve information from the computer used to log onto the Service about the
computer’s hardware system and any data related to the computer’s operation of Qumaron Software. We will not collect any
Links to Third-Party Sites
Qumaron may include hyperlinks to Websites operated by parties other than Qumaron including advertisers and other content providers.
Those sites may collect data or solicit personal information from you. Qumaron does not control such Websites, and is not responsible for
their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect.
Additional Terms and Conditions for Specific Games
When you subscribe to play certain games you may need to read and agree to a service or membership agreement that is specific
to that game, and which may have terms that are slightly different from the ones that are found here. Your subscription to that game,
and play of that game, is subject to those specific terms and this Terms of Service. If there are any inconsistencies between the game
specific terms and these terms, Qumaron will be the final and sole arbiter of any such inconsistencies. Qumaron Software Qumaron may require
that you download software from Qumaron or its licensors onto your computer (“Qumaron Software”). Qumaron grants to you a non-exclusive,
non-transferable, revocable, limited license to use Qumaron Software to play games on our Service. You may not sub-license, or charge
others to use or access Qumaron Software. You may not use Qumaron Software for any purpose other than that contained within the license granted
to you. You may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works from Qumaron Software.
You may not modify Qumaron Software or use it in any way not expressly authorized in writing by Qumaron. You understand that
Qumaron’S introduction of various technologies may not be consistent across all platforms and that the performance and some features offered
by Qumaron may vary depending on your computer and other equipment. NEITHER Qumaron NOR ITS LICENSORS ARE LIABLE IN CONNECTION WITH YOUR
USE OF THE Qumaron SOFTWARE FOR ANY DAMAGES (INCLUDING LIABILITY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGE TO YOUR
COMPUTER HARDWARE OR SOFTWARE), AND THE ENTIRE RISK OF USE (INCLUDING WITHOUT LIMITATION ANY DAMAGE TO YOUR COMPUTER HARDWARE
OR SOFTWARE) RESIDES WITH YOU. Qumaron Software may be subject to United States export controls. By downloading Qumaron Software from
Qumaron, you warrant that you are not located in any country, or exporting Qumaron Software to any person or place,
to which the United States has embargoed goods.
TERMINATION OF ANY Qumaron ACCOUNT
Qumaron and you both have the right to terminate or cancel any Account at any time for any reason. You understand and agree
that the cancellation of your account or a particular Account is your sole right and remedy with respect to any dispute with
Qumaron. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of these Terms
of Service or Qumaron’S enforcement or application of this Agreement; (2) the Content available through Qumaron or any change
in Content provided through Qumaron; (3) your ability to access and/or use Qumaron; (4) the amount or type of fees, surcharges,
applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods; or (5) the amount
ot timing of payments for Royalties regarding your participation in My Qumaron Service. Qumaron reserves the right to collect fees,
surcharges or costs incurred before you cancel your account or a particular subscription. In addition, you are responsible for
any charges incurred to third-party vendors or content providers before your cancellation. In the event that your account
or a particular subscription is terminated or cancelled, no refund will be granted; no online time or other
credits (e.g., points in an online game) will be credited to you or converted to cash or other form of reimbursement,
and you will have no further access to your account or anything within Qumaron associated with it (such as points,
tokens or in-game items). Active Qumaron account holders may not allow former account holders whose account has been terminated
by Qumaron to use their accounts. Any delinquent or unpaid accounts or accounts with unresolved issues with Qumaron
must be settled before Qumaron may allow you to register again. Notwithstanding any other statements by Qumaron on its
website or marketing collateral, if your Account is terminated for My Qumaron Serivce, you will immediately upon termination
cease to accrue or earn any future royalties, commissions, funds or credits of any type.
When you create a customer account with Qumaron, you will automatically be registered to receive one or more of our
newsletters, even if you previously opted out of receiving newsletters at the time you downloaded any game for free trial play.
At any time, you may opt-out of receiving these newsletters by selecting the “unsubscribe” link at the bottom of any
newsletter or by contacting us at the address indicated in the newsletter
You may be given the opportunity to beta test new games and site features. Your participation as a beta
tester is subject to the following terms and conditions. Closed Beta Tests: Closed beta tests are confidential. The beta games,
including information about features and functionality to be offered as part of the games, are confidential.
If you participate in a closed beta test, you will use all reasonable efforts to safeguard and to prevent
unauthorized access to, copying, disclosure, and unauthorized use of the beta games. You will carry out the testing personally
and not provide access to beta games to any other person. You agree that breach of the above confidentiality obligations
will cause irreparable harm to Qumaron, and Qumaron is entitled to, in addition to any other remedies available
to it, ex parte injunctive relief without bond to prevent the breach or threatened breach of your obligations.
Your obligation to keep the beta games confidential will continue until Qumaron publicly distributes, or has otherwise disclosed
to the public through no fault of yours, each of the games and the content that you are testing. All Beta Tests
(Closed And Open): As a beta tester, you are invited to play beta games for the sole purpose of evaluating the
games and identifying errors. Nothing in this Agreement, or on this site, shall be construed as granting you
any rights or privileges of any kind with respect to the beta games or content that you find here. The beta games
are provided for testing on an “as is” and “as available” basis and we make no warranty to you of any
kind, express or implied. When playing some beta games, you may accumulate tokens, experience points, badges, or other
value or status indicators. This data may be reset at any time during the testing process, and it may be reset
when the particular game completes this testing phase. In this case, all player history and data will be erased and each player
will return to novice status. By selecting a “Play” button to start a beta game, you agree that:
playing beta games is at your own risk and that you know that the games may include known or unknown bugs
any value or status indicators that you achieve through game play may be erased at any time
Qumaron has no obligation to make these games available for play without charge for any period of time,
nor to make them available at all
these games may be available only by subscription once the testing process is complete
or at any time in the future
Qumaron’S Terms of Service apply to your use of the games during the testing phase, and
if it is a closed beta test, you will keep all information about the beta games confidential
as stated above and not disclose such information to any other person. Beta Test accounts are non-transferable under any circumstances
CONTESTS AND SWEEPSTAKES
By subscribing to our newsletter(s), subscribers understand they may be automatically entered into future contests
and sweepstakes for subscribers as long as they meet the applicable eligibility requirements, and also agree to all rules
and conditions of those contests and sweepstakes. Qumaron provides rules of participation for certain activities on this site
including, without limitation, contests, sweepstakes, and electronic postcards by Qumaron and in conjunction with third parties.
This Agreement is incorporated by reference to the specific rules of participation which appear in connection with
information about a particular activity. To the extent that any conflict exists between this Agreement and specific Rules of Participation,
the Rules of Participation for the activity in which you choose to participate or are automatically entered into shall govern.
LIMITATIONS ON WARRANTY AND LIABILITY
YOU EXPRESSLY AGREE THAT THE USE OF Qumaron, Qumaron SOFTWARE, AND THE INTERNET IS AT YOUR SOLE RISK. Qumaron,
Qumaron SOFTWARE, Qumaron’S PRODUCTS AND SERVICES, THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS”
AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES
ARE LEGALLY INCAPABLE OF EXCLUSION. Qumaron PROVIDES ITS SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT
GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING,
OR THAT Qumaron WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH Qumaron OR ITS LICENSORS IS TO STOP
USING THE SERVICE, AND TO CANCEL YOUR ACCOUNT). YOU ACKNOWLEDGE AND AGREE THAT Qumaron, ITS SUBSIDIARIES, LICENSORS
AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT,
COMMUNICATION OR CONTENT ON THE SERVICE OR USE OF Qumaron SOFTWARE. IN NO CASE SHALL Qumaron OR ITS
SUBSIDIARIES’, LICENSORS’, AFFILIATES’, EMPLOYEES’, OFFICERS’, OR DIRECTORS’ (COLLECTIVELY, “Qumaron AFFILIATES”) LIABILITY TO YOU
EXCEED THE AMOUNT THAT YOU PAID TO Qumaron FOR THE SERVICE. IN NO CASE SHALL Qumaron OR Qumaron AFFILIATES
BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF Qumaron, Qumaron SOFTWARE, THE INTERNET
OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF OR MEMBERSHIP WITH Qumaron. BECAUSE SOME STATES
OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,
IN SUCH STATES OR JURISDICTIONS, Qumaron’S AND Qumaron AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT
PERMITTED BY LAW. Qumaron DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH
Qumaron AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Upon request by Qumaron, you agree to defend, indemnify and hold harmless Qumaron and its affiliates, subsidiaries,
employees, contractors, officers, directors, vendors, and content providers from all liabilities, claims and expenses, including attorneys’
fees, that arise from a breach of these Terms of Service for which you are responsible or in connection with your
transmission of any Content on Qumaron. Qumaron reserves the right, at its own expense, to assume the exclusive defense
and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further
obligation to provide indemnification to Qumaron in that matter. This Section shall survive termination of this Agreement.
OTHER LEGAL TERMS
You agree that these Terms of Service, including the Game Club and Affiliate Programs, are not intended to confer and
do not confer any rights or remedies upon any person other than the parties to this Agreement. You also understand and
enforcement of those policies, are not intended to confer, and do not confer, any rights or remedies upon any person.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner
consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining
portions shall remain in full force and effect. This Agreement contains the entire understanding and supersedes all prior understanding
of the parties hereto relating to the subject matter hereof, and cannot be changed or terminated orally. If any
provision of this Agreement is found to be illegal or unenforceable, the Agreement will be deemed curtailed
to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect.