Jurisdiction. The Supirb Websites are based in the United States (“U.S.”) and are deemed passive websites that do not give rise to personal jurisdiction over the Supirb Websites, either specific or general, in jurisdictions other than the State of Washington. Supirb makes no representations that the Supirb Websites are appropriate or available for use in locations other than the U.S. Those who access or use Supirb from other jurisdictions are responsible for compliance with such jurisdictions’ laws and regulations. If there is a dispute between you and Supirb relating to the terms of this Agreement, the party substantially prevailing will be entitled to recover all costs and expenses of any subsequent proceedings (including trial, appellate and arbitration proceedings), including the attorneys’ fees incurred therein. You consent to the jurisdiction and venue of the courts sitting in Seattle, Washington.
Choice of Law. This Agreement is governed by the laws of the U.S. and the State of Washington, without respect to its conflict of laws principles.
Transferability. This Agreement will be binding on and inure to the benefit of you and Supirb and both parties’ respective successors, assigns, heirs and personal representatives. You will not assign or transfer any right or obligation under this Agreement without the prior written consent of Supirb and any attempted assignment without Supirb’ prior written consent will be null and void. Supirb may transfer any rights or obligations under this Agreement without your prior written consent.
Completeness and Severability. This Agreement and any other legal notices published by Supirb on the Supirb Websites constitutes the entire agreement between you and Supirb concerning your use of the Supirb Websites. If any provision of this Agreement is deemed invalid by a Court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which remain in full force and effect.
Waivers. No term or provision of this Agreement will be considered waived by Supirb, and no breach excused by Supirb, unless such waiver or consent is in writing and signed by Supirb. The waiver by Supirb of, or consent by Supirb to, a breach, of any provision of this Agreement by you will not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by you.
Terms, User and Application Modification. Supirb reserves the right, at its sole discretion, to modify or replace any and all of the terms of this Agreement, or change, suspend or discontinue the Supirb Websites or any aspect or portion thereof, at any time by posting a notice on the Supirb Websites or sending you a notice through the Supirb Websites or by e-mail. Supirb may also impose temporary limits on certain features on the Supirb Websites or restrict access to portions or all of the Supirb Websites without notice. Your unauthorized access to restricted sections of the Supirb Websites is a violation of this Agreement. Supirb will not be liable to you for any changes or modifications to this Agreement, except as expressly stated in writing between you and Supirb. Supirb suggests that you check the terms of this Agreement periodically for changes. Your use of the Supirb Websites following Supirb’ changes to the terms of this Agreement constitutes your acceptance of such changes.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE SUPIRB WEBSITES.