Terms of Service

We realize legal terms can get a little confusing, not to mention boring. For this reason, we've included a Plain English Summary for users who don't want to spend hours reading and translating our full Terms and Conditions. For legal scholars and others who enjoy this sort of thing, you may also read our full Terms and Conditions here.

Terms & Conditions in Plain English:
1. You are using the ThankThis service and ThankThis.com voluntarily, and are responsible for your actions.
2. We claim no intellectual property claims on your published content. It belongs to you, but you are giving us a right to use.
3. The content on our site is ours unless otherwise noted.
4. ThankThis is a service. We're not fashion, style, grammar or morality police.
5. If something bad happens because of something written or posted on a site using ThankThis, you agree NOT to sue us!
6. Don't do or post anything illegal on our site. Your account or content may be removed without notice. We reserve the right to refuse service to anyone.
7. We won't share your personally identifiable information without your permission.
8. We aren't responsible for any links to or from our site.
9. If you're a child under 13, don't come here. This site is not intended for children under 13.
10. You agree NOT to sue us! If you don't like it, don't use it.
11. Don't lose your password. It's your responsibility to keep it.

 

Terms of Service - Full Version
By accessing the ThankThis website ("Site") or publisher site ("Publisher Site") as a registered or unregistered user ("User") or publisher ("Publisher") or using the services offered by ThankThis ("Services") you agree and acknowledge to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms or to our Privacy Policy, please do not access the Site or use the Services. ThankThis reserves the right to change these Terms at any time. We recommend that you periodically check this Site for changes.

Usage License
ThankThis grants you a limited license to access the Site and use the Services in accordance with these Terms and the instructions and guidelines posted on the Site. ThankThis reserves the right to terminate your license to use the Site and Services at any time and for any reason or in the future charge for commercial usage.

User Responsibility
You are solely responsible for your use of the Site and Services. ThankThis reserves the right, but has no obligation, to monitor disputes between you and other users. Because ThankThis merely serves as a repository of information, user-posted content does not represent the advice, views, opinions or beliefs of ThankThis, and ThankThis makes no claim of accuracy of any user-posted material. ThankThis allows for the posting of user feedback, and may include links to third-party websites. This feedback, and any linked websites' content, business practices and privacy policies are not under our control, and we are not responsible for the content of any user comments, linked website or any link contained in a linked website. The inclusion of user comments and/or links on the Site or Services does not imply any endorsement by or any affiliation with ThankThis. In accessing the Site and Services, reading user comments, or following links to third-party websites you may be exposed to content that you consider offensive or inappropriate. You agree that your only recourse is to stop using the Site and Services.

 

User Conduct

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by ThankThis.

 

By way of example, and not as a limitation, you agree not to use the Services:

 

1.        to abuse, harass, threaten, impersonate or intimidate other ThankThis users or publishers;

2.        to post or transmit, or cause to be posted or transmitted, any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or otherwise violates any law or right of any third party;

3.        for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content;

4.        to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any ThankThis user;

5.        to create or submit unwanted email ("Spam") to any other ThankThis users or any URL;

6.        to violate any laws in your jurisdiction (including but not limited to copyright laws);

7.        to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;

8.        with the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;

9.        with the intention of artificially inflating or altering the 'ThankThis count', comments, or any other ThankThis service, including by way of creating separate user accounts for the purpose of artificially altering ThankThis's services; giving or receiving money, donations, or other remuneration in exchange for votes; or participating in any other organized effort that in any way artificially alters the results of ThankThis's services;

10.     to advertise to, or solicit, any user to buy or sell any products or services. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;

11.     attempt to impersonate another user, person, or group member;

12.     sell or otherwise transfer your profile.
IN ADDITION, YOU HEREBY AGREE THAT YOU SHALL NOT USE THE SERVICE (INCLUDING, WITHOUT LIMITATION, BY "THANKING" ANY CONTENT OR DONATING ANY POINTS) ON BEHALF OF (OR PER THE REQUEST OR INSTRUCTION OF) ANY THIRD PARTY. FURTHERMORE, YOU SHALL NOT REQUEST THAT ANY THIRD PARTY, DONATE, PAY OR OTHERWISE ATTEMPT TO INFLUENCE ANY PARTY TO, MANIPULATE OR OTHERWISE AFFECT THE SITE IN ANY MANNER (INCLUDING, WITHOUT LIMITATION, BY PAYING ANY OTHER USER TO "THANK" ANY CONTENT OR DONATE POINTS).

 

ThankThis may remove any Content, interaction summaries, points, badges, achievements, results, and ThankThis accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To report Terms of Use abuse, please email tos(at)ThankThis.com.

 

User-Posted Content
By posting content, you are granting permission to us and others to access and use it in connection with the Services, the Site and otherwise in connection with our business. It is important to note that you can only copyright the compilation itself, not the individual links that make up the compilation. Your use of a license in connection with your compilation does not affect ThankThis's right to access and use it in connection with the Services, the Site or otherwise in connection with our business. ThankThis makes no warranties whatsoever regarding the license agreements and the information provided, and disclaims all liability for damages, including without limitation, any general, special, incidental or consequential damages, resulting from their use. Any enforcement of your chosen license terms remains your sole responsibility. ThankThis is explicitly not responsible for the manner or circumstances by which third parties access or use public content and is under no obligation to disable or otherwise restrict this access. ThankThis provides you with the ability to remove your personal information from the Site and the Services. This ability does not extend to copies that others may have made or to copies that we may have made for backup purposes.

User Points and Virtual Currency

a) The Service may include a virtual, in-service currency ("Virtual Currency") including, but not limited to points, coins, or cash that may be earned from various actions or purchased from ThankThis for "real world" money if you are a legal adult in your country of residence. The Service may also include virtual, in-service digital items ("Virtual Goods") that may be purchased from ThankThis for "real world" money or for Virtual Currency. Regardless of the terminology used, Virtual Currency and Virtual Goods may never be redeemed for "real world" money, goods or other items of monetary value from ThankThis or any other party. Virtual Currency and Virtual Goods cannot be combined across more than one User account.

b) Virtual Currency and Virtual Goods are subject to review and verification by ThankThis. ThankThis reserves the right to withhold or delay the award of Points until it has confirmed or cleared the transaction constituting the the click or action that awarded the points ("Qualifying Activity"). ThankThis reserves the right, at its sole discretion, to adjust a Member's account status due to computer error, machine malfunction, employee, customer or other error, fraud or other misuse of the Points or the Program. All decisions of ThankThis with respect to the issuance, deduction, adjustment or use of Points shall be final and binding on all Members.

c) ThankThis further reserves the right to deduct Points already awarded if it discovers in its sole discretion that any resulted in Virtual Currency and Virtual Goods assignment to a User account was invalid, fraudulent or did not comply with ThankThis policies and procedures.

d) Virtual Currency and Virtual Goods accrued in a Member's account shall be maintained in that account until it is redeemed for an award or until it expires, whichever occurs first. ALL Virtual Currency and Virtual Goods EXPIRE IN A MEMBER ACCOUNT TWELVE (12) MONTHS FROM THE DATE OF LAST QUALIFYING ACTIVITY FOR THAT ACCOUNT.

e) Other than a limited, personal, revocable, non-transferable, non-sublicenseable license to use the Virtual Goods or Virtual Currency in the Service, you have no right or title in or to any such Virtual Goods or Virtual Currency appearing or originating in the Service, or any other attributes associated with use of the Service or stored within the Service.

f) ThankThis has the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency and/or Virtual Goods as it sees fit in its sole discretion, and ThankThis shall have no liability to you or anyone for the exercise of such rights.

g) Transfers of Virtual Currencies and Virtual Goods are strictly prohibited except where explicitly authorized within the Service. Outside of the service, you may not buy or sell any Virtual Currency or Virtual Goods for "real world" money or otherwise exchange items for value. Any attempt to do so is in violation of these Terms and may result in a lifetime ban from ThankThis Service and possible legal action.

h) You agree that all sales of Virtual Goods and Currencies are final. No refunds will be given, except in our sole and absolute discretion. All Virtual Goods and Currencies are forfeited if your account is terminated or suspended for any reason, in ThankThis's sole and absolute discretion, or if ThankThis discontinues providing the Service.

 

ThankThis Services
1. Services. Subject to Publisher's compliance with the terms and conditions of this Agreement, commencing on the date the Services were first installed and continuing until termination and removal of the Services from Publisher Sites, ThankThis will provide the Services in accordance with the fees described in Section 3.
2. Restrictions. Publisher, Visitor, and/or User shall not attempt to reverse engineer, decompile or otherwise analyze any ThankThis software used in Services provided by ThankThis.
3. Acceptable Use Policies.
a. Publisher acknowledges and agrees that ThankThis does not monitor or police communications or data transmitted through the Services and that ThankThis shall not be responsible for the content of any such communication or transmission.
b. Publisher shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others, including privacy and anti-spamming laws.
c. Publisher agrees to notify ThankThis of any content that needs to pulled down or filtered because of a suspected violation of law and/or objectionable content.
d. Publisher has or will put into place prior to the use of the Services, terms of service, a privacy policy, and any other agreements with Users necessary to properly apprise Users of the use of their data, including User Content, and to put Users on notice of, and requiring them to abide by, terms regarding their use of the services, including but not limited to, prohibiting:
i. copyright infringement,
ii. other use of the Services in a manner that would violate any law, or
iii. that is or that may be perceived as being harmful, threatening, offensive, obscene or otherwise objectionable.
e. Publisher acknowledges that the Services are not designed, intended or authorized for mission-critical or business-critical applications or other circumstances requiring fail-safe performance.
f. Publisher acknowledges that ThankThis may remove or modify any User Content deemed offensive.
4. Data Maintenance and Backup Procedures.
a. ThankThis shall follow reasonable archival procedures for Visitor and User Content ("Content"). In the event of any loss or corruption of Content, ThankThis shall use commercially reasonable efforts to restore the lost or corrupted Content from the latest backup of the Content maintained by ThankThis.
b. ThankThis shall not be responsible for any loss, corruption, destruction, alteration or unauthorized disclosure of Content caused by any third party (except those third parties sub-contracted by ThankThis to perform services related to Visitor Content maintenance and back-up). ThankThis's efforts to restore lost or corrupted Content pursuant to this Section 2.4 shall constitute ThankThis's sole liability and Publisher's exclusive remedy in the event of any loss or corruption of Content.
5. Upgrades and New Services. ThankThis may from time to time at its sole discretion modify, upgrade, or extend the Services, to enhance security, usability, or for other reasons. Publisher may request new features and/or Services, and ThankThis will address such requests on a case-by-case basis.
6. Uptime and Scheduled Maintenance. ThankThis will use commercially reasonable efforts to ensure the Services are available to Publisher without interruption. In the event that ThankThis needs to conduct scheduled maintenance, ThankThis will a) give Publisher reasonable notice of any scheduled downtime for the Services, and b) make commercially reasonable efforts to minimize the downtime, and to schedule the downtime so as to have the lowest impact on users of the Services.
7. Registration Data and Account Security. In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the ThankThis Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Feeds and API
ThankThis may provide access to portions of its Site and Services via RSS feeds and an API; for the purposes of these Terms, such access constitutes use of the Site and Services. ThankThis asks that you use these features respectfully, within reasonable access limits. You may not use these or any other features or the Site itself to allow the display of a substantial portion of the ThankThis database or reproduce, duplicate or copy the ThankThis Site. ThankThis reserves the right to change these features at any time, to disable access to the feeds and the API at any time for any reason, and to charge for access in whole or part to the feeds and/or API.

Trademarks & Copyrights
ThankThis, the ThankThis logo and the ThankThis design are trademarks or trade dress of ThankThis, and may not be used without express written permission from ThankThis, other than for attribution. All other trademarks not owned by ThankThis that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ThankThis. ThankThis-originated content included on the Site, such as text, graphics, logos, data compilations, APIs, software and the compilation of all content on the Site, is the property of ThankThis and its licensors and protected by US and international copyright laws. Except as set out in these Terms, no reproduction of any ThankThis-originated content is permitted without written permission from ThankThis. User-posted content is copyrighted, and any use or reproduction of user-posted content must comply with the terms of the respective license(s) and must include a label indicating such license.

Intellectual Property and Data
1. Services. As between ThankThis. User, Visitor, and Publisher, the Services and Software, and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of ThankThis or its licensors.
2. Visitor and User Content.
a. Visitors shall, through notice provided by the Publisher agree that by posting Content to any part of the Publisher Site, Visitors automatically grant, and represent and warrant that they have the right to grant, to ThankThis an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute the Content for any purpose, commercial, advertising, or otherwise, on or in connection with any ThankThis Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, the Content, and to grant and authorize sublicenses of the foregoing.
b. Publisher shall have the same rights as ThankThis in Content, except that Publisher's license in the content will be limited to use on Publisher's Site.
3. Site User Profile.
a. ThankThis may capture and/or ThankThis and Publisher may actively share Site User Profiles (to the extent that is permissible by the Publisher's privacy policy. ThankThis may then use Site User Profiles related to Visitors when they visit other ThankThis Sites, enabling them to view and link back to Publisher's Sites.
b. To the extent of Publisher's rights therein, Publisher grants ThankThis a non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute the Site User Profile for any purpose, commercial, advertising, or otherwise, on or in connection with any ThankThis Site, insofar as such use is consistent with any Publisher privacy policy applicable to the Site User Profile.
4. Aggregate User Data. Nothing in this Agreement shall be construed to give Publisher any rights in the Aggregate User Data beyond the rights Publisher has in the Content. That is, Publisher shall have rights in the data created by visitors to Publisher Sites, but shall not have rights in data created by the same or other visitors using Services which are not Publisher Sites.

WARRANTY DISCLAIMER

You acknowledge that ThankThis has no control over, and no duty to take any action regarding: which users gain access to the Service; what effects the Service may have on you; your website or equipment; the accuracy or how you may interpret, rely, or use the Service or the Data including without limitation any loss of reputation or loss of traffic on your website or any website of any of your affiliates; or what actions you may take as a result of having been exposed to the Service. You further acknowledge and agree that ThankThis shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any Content, goods or services available on or through any third party website linked or referred to by any portion of the Service or Data. ThankThis assumes no responsibility with respect to the results of any ratings or rankings of any Content generated via the Service. You release ThankThis from all liability with respect to the Service, and any Content or Data provided or accessed via the Service or through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. ThankThis makes no representations concerning the Data or any Content contained in or accessed via the Service or the Site, including without limitation Sponsored Recommendations and ThankThis will not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed via the Service or the Site or for your reliance on any of the foregoing. THE SERVICE AND THE DATA ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, THANKTHIS AND ITS AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE AND THE DATA, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THANKTHIS DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICE OR THE DATA WILL BE UNINTERRUPTED OR ERROR FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIABILITY LIMITATION

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL THANKTHIS OR ITS AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SERVICE, THE API, AND THE DATA, EVEN IF THANKTHIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) [$100]. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. THANKTHIS DISCLAIMS ALL LIABILITY OF ANY KIND OF THANKTHIS'S AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST THANKTHIS IS TO DISCONTINUE USE OF THE SERVICE.

INDEMNITY

You agree to indemnify, defend and hold harmless ThankThis, its parents, subsidiaries, affiliates, customers, vendors, Sponsors and their respective officers, directors and employees from any liability, damage, cost or fees (including reasonable attorneys' fees) arising from: (i) any claim or demand made by any third party due to or arising out of your access to the Site; (ii) your use of the Service, the Data and violation of the Terms of Use by you; (iii) or the infringement by you, or any third party using your ThankThis account , of any intellectual property or other right of any person or entity; provided, however, that you have not sought to remedy such infringement by using ThankThis's copyright policy, as described in Section 18, below.

TERM AND TERMINATION

These Terms of Use shall continue until terminated as set forth in this Section. ThankThis, in its sole discretion, may terminate or suspend user accounts at any time for any reason or for no reason at all, without prior notice or liability to you. Upon termination of your account, your right to use the Services will immediately cease. Upon termination of these Terms of Use for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Service and any the Data, and shall so certify, if requested, to ThankThis that such actions have occurred. If you wish to terminate your ThankThis account, you may simply discontinue using the Service. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

GOVERNMENT USE

If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Service is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service and the Data each are a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of such items by the Government shall be governed solely by the terms of these Terms of Use.

EXPORT CONTROLS

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the Service in violation of any such restrictions, laws or regulations. By downloading or using the Service and the Data, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.

MISCELLANEOUS

1. Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the Northern District of California. ThankThis, Publisher, and User hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
2. Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
3. Notices. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be sent to the addresses set forth below or delivered in person. The notices shall be deemed to have been given upon:
a. the date actually delivered in person;
b. the day after the date sent by overnight courier; OR
c. three (3) days following the date such notice was mailed by first class mail. Notices may be confirmed by email or fax. ThankThis: ThankThis Technologies, Attn: Legal Notices 424 Bella Corte, Mountain View, CA 94043
4. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
5. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, acts of terrorism, governmental action, labor conditions, earthquakes and material shortages (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
6. Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including but not limited to any export laws and regulations of the United States.
7. Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.
8. Assignment/Successors. Neither party may assign this Agreement, in whole or in part, without the other party's written consent except in the event of a Change of Control (as defined below). Any assignment in violation of this Section will be null and void. "Change of Control" means, with respect to a party:
a. the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; OR
b. the merger of such party with another entity.
Subject to the foregoing restrictions, this Agreement shall inure to the benefit of the successors and assignees of the parties.
9. Entire Agreement. This Agreement together with the exhibits, appendices and attachments hereto constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
10. Non-Exclusive Remedies. Except as set forth in Section 2.4, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
11. Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.
12. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
13. Headings. The headings in this Agreement are for the convenience of reference only and have no legal effect.