WORLD EXCHANGE HUB

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (referenced herein as “YOU” or “USER” or “YOUR”) ON ONE HAND, AND THE STRATEGY CONSULTANT GURUS LLC AND ITS SUBSIDIARIES AND AFFILIATES (collectively, “SCGS”) ON THE OTHER HAND, WHICH APPLIES EACH TIME YOU USE OR ACCESS THE WEBSITE(S) PROVIDED BY SCGS. YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (“TOU”) AS THEY GOVERN YOUR ACCESS AND USE OF THE AVAILABLE INFORMATION, SERVICES, SOFTWARE FUNCTIONALITY, OR MATERIALS PROVIDED THROUGH THE SCGS WEBSITES (individually, “WEBSITE” and collectively, “WEBSITES”). SCGS IS WILLING TO AUTHORIZE YOUR USE OF THIS WEBSITE AND PROVIDE THE RELATED INFORMATION, SERVICES, SOFTWARE FUNCTIONALITY, OR MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOU. IF YOU DO NOT AGREE WITH THIS TOU, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THIS WEBSITE AND ARE INSTRUCTED TO IMMEDIATELY EXIT THIS WEBSITE. 
 

Términos y Condiciones 

1. LICENSE GRANT. This TOU provides you with a personal, revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Website conditioned on your continued compliance with this TOU. You may print and download materials and information from the Website solely for your personal use, provided that all copies contain all copyright and other applicable notices contained in such materials and information. 

The content, layout, formatting, features of, and access privileges for the Website shall be as determined by SCGS in its sole discretion. You also acknowledge and agree to the following: (i) SCGS has the right to control and direct the means, manner, and method by which the Website is provided; (ii) SCGS may from time to time engage independent contractors, consultants, or subcontractors to aid SCGS in providing the Website or use thereof; and (iii) SCGS has the right to provide the Website to others. 

1. RESTRICTIONS. 

Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove, or alter any proprietary notices or labels on, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein, the Website or any content or materials made available on the Website. 

Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material appearing on the Website without the prior express written permission of SCGS and/or its licensor(s). 

Moreover, you may not: (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Website; (ii) attempt to gain unauthorized access to any portion or feature of the Website or any other systems or networks connected to the Website or to any SCGS server or to any of the services offered on or through the Website, by hacking, password “mining,” or any other illegitimate or prohibited means; (iii) probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website; (iv) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Website; (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or SCGS’s systems or networks or any systems or networks connected to the Website; (vi) use any device, software, or routine to interfere with the proper working of the Website or any transaction conducted on the Website, or with any other person’s use of the Website; (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to SCGS on or through the Website; (viii) use the Website to harvest or collect e-mail addresses or other contact information; (ix) distribute any unauthorized materials or advertise or promote goods or services through the Website without SCGS’s permission (including, without limitation, by sending spam or any other similar solicitation); or (x) use the Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact SCGS. 

1. USER OBLIGATIONS. 

By downloading, accessing, or using the Website in order to view any information and materials, register, enter into a transaction with or through SCGS for any reason or submit information of any kind, you represent that you are at least eighteen (18) years of age (or the legal age of majority (whichever is greater)) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Website, including, without limitation, when you provide information via a Website registration or submission form. 

If you provide any false, inaccurate, untrue, or incomplete information, SCGS reserves the right to immediately terminate your access to and use of the Website. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Website. 

You also acknowledge and agree that the use of the Internet and access to the Website is solely at your own risk. While SCGS has endeavored to create a secure and reliable Website, you should understand that the confidentiality of any communication or material transmitted to or from the Website over the Internet or other form of the global communication network cannot be guaranteed. 

Accordingly, SCGS is not responsible for the security of any information transmitted to or from the Website. You must make your own determination as to such issues. 

1. PRIVACY POLICY. 

By accessing and using the Website, you acknowledge and consent to our use of your information as explained in SCGS’s Privacy Policy. 

1. USER NAME-HANDLING POLICY. 

Registration as a User for access to certain areas of the Website may require both a user name and a password or adherence to other particular access requirements as designated by SCGS. Only one user can use such a user’s name and password and, thus, one account. 

By limiting access, it helps prevent unauthorized usage by other persons, institutions, or entities because anyone with knowledge of both your user name and password can gain entry to the restricted portions of the Website and to your account. 

Accordingly, by using the Website, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. 

You also agree not to use another user’s user name and password. You will immediately notify SCGS if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. SCGS cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. SCGS reserves the right to delete or change a user name or password at any time and for any reason. 

Notwithstanding the foregoing, nothing herein shall convey to you any further rights in your account or its information, and any and all such content or information shall be subject to this TOU. 

1. Mobile Services. 

The Website may offer certain tools or services that are available to you via your mobile phone or other mobile devices (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. 

Therefore, you are responsible for checking with your mobile carrier to determine if Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of Mobile Services, and how much they will cost you. Nevertheless, all use of the Website and its Mobile Services must be in accordance with this TOU. • POSTINGS. 

This Website may contain interactive features and functionality where Users can share and post certain creative content. To the extent that the Website contains such interactive features (collectively, “Interactive Features”), you agree that by using the Website, you will not upload, post, display, or transmit any of the following materials on the Website’s Interactive Features: anything that interferes with or disrupts the Website or the operation thereof; any statement or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others; unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others; any statement or material that violates other contractual or fiduciary rights, duties, or agreements; any statement or material that is bigoted, hateful, or racially offensive; any statement or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction; any statement or material that constitutes anti-competitive collaboration and/or an antitrust violation; any statement or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person; any statement or material that harms minors; any statement or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of SCGS; any statement or material that misrepresents your affiliation with any entity and/or SCGS; anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personally-identifying information of another individual; chain letters or pyramid schemes; any statement or material that is deceptive or misleading; any statement or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials; and files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Website. 

8. PERMISSION TO USE POSTINGS. 

By submitting content or information of any type, including any images, photographs, videos, or comments (a “Posting”), to any Interactive Features or other portion of the Website or by otherwise using the Website to transmit or display a Posting, you automatically grant SCGS a royalty-free, perpetual, irrevocable, non-exclusive, sublicensable right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You hereby waive any moral rights and rights of attribution you may have in such Postings. You represent and warrant that you have all necessary rights to make the Posting available to SCGS, and you also acknowledge that such Postings are non-confidential for all purposes. You further represent and warrant that you have obtained the consent of all individuals who are identifiable in your Posting, or of the individual’s parent or legal guardian if the individual is under 18 years old, to include the individual’s likeness in your Posting and for SCGS to enjoy all of the rights and privileges that you grant to us under this TOU, including, without limitation, the right to use the individual’s likeness in our advertising and marketing activities. 

Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the Website, SCGS has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, SCGS assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information. All users shall remain responsible for their own Postings. 

9. NO PRE-SCREENING OF POSTINGS.

SCGS cannot review all Postings as they are posted to this Website and cannot ensure prompt removal of any objectionable material after it has been posted. 

As such, SCGS is not responsible for screening, policing, editing, or monitoring your or another user’s Postings, and SCGS encourages all of users to use reasonable discretion and caution in evaluating or reviewing any Posting. 

In any event, SCGS is not obligated to publish or use your Posting. Moreover, and except as provided below with respect to SCGS’s right and ability to delete or remove a Posting (or any part thereof), 

SCGS does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of, any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other user. Nevertheless, SCGS reserves the right to monitor, delete, or take other action with respect to Postings (or any part thereof) at any time, without prior notice, and in our sole discretion for any or no reason, including if SCGS believes a Posting violates this TOU, infringes any intellectual property right or another right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for SCGS. 

If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may reach SCGS at the contact provided at the bottom of this TOU. 

1. PROPRIETARY RIGHTS. 

This TOU provides only a limited license to access and use the Website. Accordingly, you expressly acknowledge and agree that SCGS transfers no ownership or intellectual property interest or title in or to the Website to you or anyone else. 

All text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Website, unless otherwise indicated, are owned, controlled, and licensed by SCGS and its successors and assigns or their licensors, and are protected by law, including, without limitation, United States copyright, trade secret, patent, and trademark law, as well as other states, national, and international laws and regulations. 

Except as expressly provided herein, SCGS does not grant any other express or implied right to you or any other person in any intellectual or proprietary rights. Your unauthorized use of the Website may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. 

SCGS also owns a copyright in the contents of the Website as a collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Website. SCGS, Entertainment Software Association, E3, Game Generation, and all other names, designs, logos, and icons identifying SCGS, its affiliates, and any of their respective programs, events, solutions, and services, are proprietary trademarks of SCGS, and any use of such marks, including, without limitation, as domain names, without the express written permission of SCGS is strictly prohibited. 

Other products, associations, organizations, and company names mentioned herein may be the trademarks and/or service marks of their respective owners. 

1. FEEDBACK AND SUBMISSIONS. 

SCGS welcomes your feedback and suggestions about SCGS’s programs or services or with respect to how to improve the Website. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to SCGS, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to SCGS and enable SCGS to use such Feedback. In addition, any Feedback received through the Website will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive, worldwide right, and license for SCGS to adapt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display (in whole or in part), and act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary. 

1. THIRD-PARTY PRODUCTS/SERVICES. 

SCGS, in its sole discretion, may feature and/or post the advertisements of third parties on the Website and/or feature on the Website materials, programs, products, and services provided by third parties. SCGS makes no representations with respect to nor does it guarantee or endorse the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services that such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Website are solely between you and such third party. Accordingly, SCGS expressly disclaims responsibility and liability for all third-party-provided materials, programs, products, and services contained on or accessed through the Website, and you agree that SCGS shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Website. 

1. LINKS TO OTHER WEBSITES. 

SCGS, in its sole discretion, may provide links to other websites on the Internet for your convenience in locating or accessing related information, products, and services. 

These websites have not necessarily been reviewed by SCGS and are maintained by third parties over which SCGS exercises no control. 

Accordingly, SCGS expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party. 

1. DISCLAIMER. 

THE INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE ON OR THROUGH THIS WEBSITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. MOREOVER, SCGS MAY MAKE MODIFICATIONS AND/OR CHANGES TO THIS WEBSITE OR IN THE PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THIS WEBSITE AT ANY TIME AND FOR ANY REASON. SCGS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PROGRAMS, PRODUCTS, SERVICES, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THIS WEBSITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS (TO THE FULLEST EXTENT OF THE LAW) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. SCGS ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THIS WEBSITE WILL OPERATE ERROR-FREE OR IN AN UNINTERRUPTED FASHION, OR THAT ANY MESSAGE, FILE, AND/OR INFORMATION WILL BE STORED, ARCHIVED, OR DOWNLOADED FROM THE WEBSITE IN A MANNER FREE OF VIRUSES, CONTAMINATION OR OTHER DESTRUCTIVE FEATURES. 

1. LIMITATION OF LIABILITY. 

You expressly absolve and release SCGS and our subsidiaries and affiliates, and each of our or its respective directors, officers, employees, agents, members, and assigns, from any claim of harm resulting from a cause beyond our or its control, including, without limitation, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. 

MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT, SHALL SCGS AND OUR SUBSIDIARIES AND AFFILIATES, AND ANY OF OUR OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MEMBERS, AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE, WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THIS WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF SCGS AND OUR SUBSIDIARIES AND AFFILIATES, AND ANY OF OUR OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MEMBERS, AND ASSIGNS, FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SCGS IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE OR $2,500 (U.S.), WHICHEVER IS LESS. 1. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless SCGS and our subsidiaries and affiliates, and each of our or its respective directors, officers, employees, agents, members, and assigns, from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages, and liabilities related to or arising out of your use of the Websites and any alleged violation by you of this TOU. We reserve the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as we reasonably request. • INFRINGEMENT. SCGS encourages you to report material or content you believe warrants removal from the Websites. In particular, if you believe that any material on the Websites infringes your work or the work of any third party in a manner that constitutes infringement, then you may notify SCGS in accordance with this section. To notify SCGS of copyright infringement on the Websites, please send SCGS a written notice by e-mail to the address or e-mail below that includes all of the following information: identification of the work you believe is being infringed; identification of the work you believe is infringing, with information that is reasonably sufficient for SCGS to locate it; your name, address, phone number, and e-mail address; a statement that you have a good-faith belief that use of the work in the manner complained of is not authorized by the copyright owner, its agent, or the law; a statement that the information in your notification is accurate and under penalty of perjury that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that has allegedly been infringed; and a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that has allegedly been infringed. SCGS Designated Agent for Copyright Notices: SCGS Attn.: IP Protection & Security 200 W Merchandise Mart Plaza Suite 1212 Chicago, IL 60090 202-223-2400 info@scg7.com Please note that if you knowingly give false, misleading, or inaccurate information regarding the existence of infringing content, we may suspend your account and you may face other legal consequences. SCGS will treat notices that meet these requirements in accordance with the U.S. Digital Millennium Copyright Act of 1998 (“DMCA”). If SCGS has taken down any material or content that you believe should not have been removed, you can send SCGS a written counter-notice. Please be sure your counter-notice meets the DMCA requirements and SCGS will follow the process set out in the DMCA. You may find out more about the DMCA at http://copyright.gov. SCGS will promptly terminate without notice the accounts of users who have been notified of infringing activity or have had Postings removed from the Websites at least three (3) times (“Repeat Infringers”). Repeat Infringers will not be tolerated on the Websites. 1. GOVERNING LAW. This TOU has been made in and will be construed and enforced in accordance with the laws of the State of Illinois as applied to agreements entered into and completely performed in the State of Illinois and without regard to principles of conflicts of laws. You agree that any claim or dispute against us arising out of this TOU and/or the Websites must be resolved by the U.S. District Court for the State of Illinois unless agreed upon in writing by all parties. You access the Website voluntarily and you are responsible for compliance with all applicable laws with respect to your access and use of the Website. 1. ENFORCING SECURITY ON THE WEBSITE. Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. SCGS reserves the right to view, monitor, and record activity on the Website without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Website. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Website as well as to disclosures required by or under applicable law or related government agency actions. SCGS will have the right to comply fully with any court orders or subpoenas involving requests for such information. In addition to the foregoing, SCGS reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt the operation of or access to the Website or any portion of the Website in order to protect the Website, SCGS, or SCGS’s business. 1. INJUNCTIVE RELIEF. You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to the unauthorized use of SCGS proprietary assets, will cause irreparable injury to SCGS, that such injury would not be quantifiable in monetary damages, and that SCGS would not have an adequate remedy at law. You, therefore, agree that SCGS shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that SCGS posts any bond or other security in the event any injunctive or equitable relief is sought by or awarded to SCGS to enforce any provision of this TOU. 1. TERM AND TERMINATION. This TOU will take effect (or re-take effect) at the moment you register, respond to a request for information, and/or begin downloading, accessing, or using the Website, whichever is earliest. SCGS reserves the right, at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOU, to deny your access to the Website or to any portion thereof in order to protect its name and goodwill, its business, and/or other users, and this TOU will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOU at any time by notifying us at the contact provided at the bottom of this TOU, but all applicable provisions of this TOU will survive termination as identified below and each re-access or use of the Website will reapply the TOU (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the Website in your possession. The provisions concerning SCGS’s proprietary rights, feedback and submissions, disclaimers of warranty and liability, admissibility of this TOU, waiver, and severability, entire agreement, governing law, and any other provisions that by their nature should survive, will survive the termination of this TOU for any reason. 1. WAIVER & SEVERABILITY. Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by SCGS of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law, including, without limitation, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision, and the remainder of this TOU shall continue in effect. 1. ENTIRE AGREEMENT. No joint venture, partnership, employment, affiliate, or agency relationship exists between you and SCGS as a result of this TOU or your use of the Website. This TOU and SCGS’s Privacy Policy represent the entire agreement between you and SCGS with respect to the use of the Website, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and SCGS with respect to the Website. You may not assign or transfer any rights under this TOU without the prior written consent of SCGS. Please note that SCGS reserves the right to change the terms and conditions of this TOU by posting a revised TOU or mailing and/or e-mailing notice thereof to you. In addition, SCGS may add, modify, or delete any aspect, program, or feature of the Website, but SCGS is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Website following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this TOU. Accordingly, please review the TOU found at this location on a periodic basis. If you need to contact SCGS regarding this TOU, please contact us at: SCGS Attn.: Legal Department 200 W Merchandise Mart Plaza Suite 1212 Chicago, IL 60090 917-246-4880 info@scg7.com