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Good News Gazette User Agreement

(Last updated: March 10, 2009)

 

Please read this User Agreement before using this service. By continuing to use GoodNewsGazette.net, you agree to abide by the conditions of this agreement. You can also review our Privacy Policy, which outlines our obligations and practices towards handing any personal information that you may provide to us.

 

1. Acceptance of Terms

This User Agreement (the "Agreement") constitutes the agreement between GoodNewsGazette.net (the "Website") and its owner, Good News Gazette, LLC. (collectively "Good News Gazette") and you as a user who accesses or establishes a connection to our services (the "Services").

 

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THIS SITE OR USING ANY PART OF THE SITE OR ANY CONTENT OR SERVICES (AS EACH IS DEFINED BELOW) ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SERVICES. GOOD NEWS GAZETTE’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS.

 

IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT OR ARE NOT SATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICES.

 

2. Modifications of Terms of Use

Good News Gazette reserves the right, at its sole discretion, to modify any or all of the provisions of this Agreement at any time. Good News Gazette will make the current Agreement available as a link from its homepage. The Agreement in effect at the time of your use of the Services shall govern your use, and your use of the Services after the effective date of any changes to this Agreement will be deemed your acceptance of the changes. IF YOU DO NOT WISH TO BE BOUND BY A CHANGE, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SERVICES.

 

3. Description of Service

Subject to full compliance with the Agreement, Good News Gazette may offer to provide certain services and content, as described more fully on the Website, ("Services"). Services shall include, but not be limited to, any service and content Good News Gazette provides to you, as well as the offering of any materials displayed, transmitted or performed on the Website or through the Services (including, but not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, software, audio clips and video clips, also known as the "Content"). Good News Gazette may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content. Good News Gazette may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

 

4. General Terms of Use

"You," "your," "registered user" or "unregistered user" means an adult user of the Services (or adult parent or guardian of any minor allowed to access the Services, for whom the parent will be held strictly responsible). A "registered user" is a person who has provided personally identifiable information including but not limited to name and electronic mail address, and who may therefore have preferred access to specific parts of the Service. An "unregistered user" is a person who has not provided any such information, and whose access to the Website is limited to non-registration areas.

 

You may view the content and use the Services and tools available on the Website pursuant to this Agreement and only for your personal, non-commercial use. You may print content from the Services solely for your personal use. You may not download electronic copies of our content for any purpose other than those permitted by Fair Use or otherwise by law. You shall make no other use of the content without the express written permission of Good News Gazette. You will not modify, publish, distribute, transmit, participate in the transfer or sale, translate, create derivative works, or in any way exploit other than as set forth herein, any of the content, tools or technology (including software code), in whole or in part, found on the Services. Further, you shall not engage in any systematic downloading or other activity directed towards any of the content, in whole or in part, found on the Services that would create any electronic database or archive containing such content. You shall not make any changes to any content that you are permitted to use under this Agreement, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You agree that you do not acquire any ownership rights in any downloaded content. You further agree that all rights in the Services and any of the content found on the Services not granted to you under this Agreement are expressly reserved to Good News Gazette.

 

You will use the Services and any tools, content, material, or information found on the Services solely for lawful purposes. You shall not upload to, distribute to or through, or otherwise disseminate through the Services any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any privacy or other rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.

 

You warrant that any material or information that you make available through the Services, including, for example, in descriptive text associated with threads that you create, is solely your original work, or that you have all necessary rights to make the material or information of any other person or entity available on the Services. You will be solely responsible for the content of any material or information that you make available through the Services. You will also be liable for any damage resulting from your making any material or information available through the Services.

 

Except as set forth below, by making any material or information available through the Services, you automatically grant to Good News Gazette a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any such material or information (in whole or in part) and/or to incorporate it in other works regardless of form, media, or technology. By making any material or information available through the Services, you also grant to users other than yourself the right and license to access, view, store, or reproduce your material and information for that user's personal use.

 

Good News Gazette has no obligation to, and does not and cannot, review every item of material or information that you and users other than you make available through the Services, and Good News Gazette is not responsible for any content of this material or information. However, Good News Gazette reserves the right to delete, move, or edit any material or information that it deems, in its sole discretion, unacceptable, libelous, defamatory, obscene, pornographic, abusive, or otherwise in violation of any law or that infringes or violates any privacy or other rights of any person or entity. Further, Good News Gazette reserves the right at all times to disclose any material or information as necessary to satisfy any law, regulation, or governmental request.

 

You shall not employ any automated tools, including "crawlers," "bots" or "spiders," which programmatically access and extract content in order to repurpose or resell the Services content and tools, nor may you "scrape" and/or reformat any information off the services HTML pages or XML interface, including meta tags, results pages, abstracts, and documents without the express written permission of Good News Gazette.

 

5. Your Registration Obligations

If you choose to become a registered user, you will be required to supply your name, electronic mail address, and such other information as Good News Gazette may request in its sole discretion, and to select a username ("Good News Gazette User ID") and password. You agree to provide Good News Gazette with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the User Agreement, which may result in immediate termination of your Good News Gazette account.

You may not (i) select or use as a Good News Gazette User ID a name of another person with the intent to impersonate that person; (ii) use as a Good News Gazette User ID a name subject to any rights of a person other than you without appropriate authorization; (iii) use as a Good News Gazette User ID a name that is otherwise offensive, vulgar or obscene, or (iv) user as a Good News Gazette User ID a username that may be protected by trademark or other proprietary rights law. Good News Gazette reserves the right to refuse registration of, or cancel, a Good News Gazette User ID at its discretion.

Services are available only to individuals who are at least 13 years old. If you do not so qualify, do not attempt to register for or use the Services.

 

You will be responsible for the confidentiality and use of your username and password and agree not to provide access of your account to others. YOU ARE ENTIRELY RESPONSIBLE FOR (i) MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND (ii) FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

 

6. User Conduct

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by this Agreement, or any other purpose not reasonably intended by Good News Gazette.

 

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

  • to abuse, harass, threaten, impersonate or intimidate other Good News Gazette users;

  • 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;

  • 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;

  • 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 Good News Gazette user;

  • to create or submit unwanted email ("Spam") to any other Good News Gazette users or any URL;

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

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

  • 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 Website or any activities conducted on the Website; or (iii) bypass any measures we may use to prevent or restrict access to the Website;

  • 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;

  • attempt to impersonate another user or person.

Good News Gazette may remove any Content and Good News Gazette 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. Report User Agreement abuse via this form.

 

You are solely responsible for your interactions with other users of the Site. Good News Gazette reserves the right, but has no obligation, to monitor disputes between you and other users.

 

7. Site Security

You may not violate or attempt to violate the security of the Service, including by, without limitation (a) accessing data not intended for you or logging into a server or account with you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with Services to any user, host or network, including, without limitation, via means of submitting a virus to the Service, overloading, conducting "denial of Services attacks", "flooding", "spamming", "mail bombing" or "crashing," (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or (f) attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service. Violations of system or network security may result in civil or criminal liability. Good News Gazette will investigate occurrences which may violate such conditions and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

 

8. Content Submitted or Made Available for Inclusion on the Service

By submitting Content to Good News Gazette, you warrant that you own all rights to the Content, agree that the Content will be dedicated to the public domain under the Creative Commons Public Domain Dedication, available at http://creativecommons.org/licenses/publicdomain/ and that you will not object to the use of the Content by Good News Gazette in any context. To clarify, the above does not apply to the Content on external sites linked to by the original submission.

 

9. Intellectual Property Rights

The Services, original Good News Gazette content (such as article and thread summaries), and tools provided by Good News Gazette on the Services are protected by applicable intellectual property and proprietary rights laws and are owned, controlled, and/or licensed by Good News Gazette. All publication trademarks appearing on the Services are the property of their respective owners. Their display on the Website only serves to identify the source of the articles linked to from the Good News Gazette Website.

 

10. Digital Millennium Copyright Act ("DMCA") Notice

Good News Gazette owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on the Services that are provided by third parties. It is our policy not to permit materials known by us to be infringing to remain on this site. You should notify us promptly if you believe any materials on the Services infringe a third-party copyright. (Please bear in mind that Good News Gazette typically highlights articles available on third-party web sites and links users to such web sites to view the full articles. Thus, rights requests relating to full articles should be directed to the owner of the web site where the full article is displayed.) Upon receipt of a proper notice of claimed infringement under the DMCA, Good News Gazette will respond promptly to remove, or disable access to the material claimed to be infringing that is in our direct control, or will provide you with information on how to contact a third-party content provider to notify them of the copyright infringement. Please send all notices via this form.

 

11. Linking

The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Good News Gazette has no control over such sites and resources, you acknowledge and agree that Good News Gazette is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Good News Gazette 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 the use of or reliance on any such Content, goods or services available on or through any such site or resource.

 

If you operate a web site and wish to link to the Services, you must link to the Website’s home page (www.goodnewsgazette.net) unless permission to do otherwise has been granted in writing by an authorized representative of Good News Gazette. You may contact Good News Gazette for this permission using this form. Good News Gazette reserves the right to reject or terminate any links to the Services.

 

12. Third-Party Content

While the Website contains links to the web sites of other companies and parties, Good News Gazette has no control over those web sites. Good News Gazette is not responsible nor shall it be liable for any content, advertising, products, services or other materials on or available from those web sites. Good News Gazette does not guarantee that it will not include or link to unintended or objectionable content. Good News Gazette makes no warranty concerning content, technology, goods or services provided by Third-Party providers, and is not 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, advertising, products, services or other materials on those web sites.

 

YOU AGREE THAT ANY RECOURSE FOR DISSATISFACTION OR PROBLEMS WITH THOSE GOODS OR SERVICES WILL BE SOUGHT FROM THE THIRD PARTY PROVIDER DIRECTLY, NOT FROM GOOD NEWS GAZETTE, AND THAT YOUR SOLE REMEDY AGAINST GOOD NEWS GAZETTE SHALL BE TO DISCONTINUE YOUR USE OF THE SERVICES.

 

13. Copyright Complaints

Good News Gazette respects the intellectual property of others. It is Good News Gazette’s policy to respond expeditiously to claims of copyright and other intellectual property infringement. Good News Gazette will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Good News Gazette may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Good News Gazette will terminate access for subscribers and account holders who are repeat infringers.

 

Notifying Good News Gazette of Copyright Infringement: To provide Good News Gazette notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." via this form that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that we may post your notification, with personally identifiable information redacted, to a clearinghouse such as chillingeffects.org. Please also note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

 

Providing Good News Gazette with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide Good News Gazette with a counter notification by written communication via this form that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

 

14. Good News Gazette Privacy Policy

You acknowledge that you have read Good News Gazette’s Privacy Policy, available here, which is hereby incorporated by reference into and made part of this User Agreement. Your use of the Website constitutes assent to and acceptance of the policies described therein. IF YOU DO NOT AGREE TO THE PRIVACY POLICY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICES.

 

15. Indemnification

To the maximum extent permitted by applicable law, you will indemnify and hold harmless Good News Gazette, its parents, subsidiaries, affiliates, directors, officers, employees, agents, distributors, third-party providers, and licensors (and their respective directors, officers, employees, and agents) from any liability, damage or cost (including reasonable attorneys fees and cost) from any claim or demand made by any third party due to or arising out of your access to the Website, use of the Services, violation of the Agreement by you, or the infringement by you, or any third party using your account or Good News Gazette User ID, of any intellectual property or other right of any person or entity.

 

16. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER GOOD NEWS GAZETTE NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENTS OF ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICES, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SERVICES, OR ANY LINKS TO OTHER SITES OR SERVICES MADE AVAILABLE ON THE SERVICES.

 

The Website or Services may direct you to sites containing information that some people may find offensive or inappropriate. Good News Gazette makes no representations concerning any content contained in or accessed through the Website or Services, and Good News Gazette will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website or the Services. THE SERVICE, CONTENT, POSTINGS, POSTING RESPONSES FOUND ON THE SERVICES, AND WEBSITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

 

17. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR GROSS OR WILLFUL NEGLIGENCE, SHALL GOOD NEWS GAZETTE (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS)), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES ON THE SERVICE, OR THE SERVICES ITSELF. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT GOOD NEWS GAZETTE (AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS)), IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF GOOD NEWS GAZETTE (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS)) TO YOU EXCEED THE AMOUNT PAID BY YOU TO GOOD NEWS GAZETTE DURING THE TWELVE (12) MONTHS PRIOR TO ANY CLAIM OF INJURY OR DAMAGE.

 

18. Termination

Good News Gazette may terminate this Agreement and your use of the Services, or discontinue the Services, at any time, without prior notice or liability. Upon termination of your account, your right to use the Services will immediately cease.

 

If you wish to terminate your Good News Gazette account, you may simply discontinue using the Services. All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

19. Contacting Us

You may contact us using this form. If a response is necessary, we will contact you by sending electronic mail to the address you provide to us.

 

20. General Terms

This Agreement, together with and any policies and rules posted on the Services by Good News Gazette, constitute the complete and exclusive and final expression of the agreement of the parties with respect to the subject matter hereof. No waiver by either Good News Gazette or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of Good News Gazette and its successors, trustees, and assigns. Good News Gazette may assign this Agreement, or any of its rights or obligations under this Agreement without notice to you. Any such assignment by Good News Gazette does not relieve you of your obligations under this Agreement.

 

21. Miscellaneous

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use and you do not have any authority of any kind to bind Good News Gazette in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Good News Gazette shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Good News Gazette’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of the Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. The Agreement is not assignable, transferable or sublicensable by you except with Good News Gazette’s prior written consent. Good News Gazette may transfer, assign or delegate the User Agreement and its rights and obligations without consent.

 

22. Trademarks

GOOD NEWS GAZETTE, NEWS AT THE SPEED OF NICE and other Good News Gazette graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Good News Gazette in the U.S. and/or other countries. Good News Gazette’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.

 

23. Law Governing Performance and Disputes

This Agreement, your performance under it, and any disputes arising under it shall be governed by and construed in accordance with the laws of the State of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction of the Superior Court of San Francisco County and the United States District Court for the Northern District of California.

 

Notwithstanding the foregoing sentence, (but without limiting Good News Gazette’s right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be referred to an arbitrator affiliated with JAMS, The Resolution Experts. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in San Francisco, California using the English language and pursuant to the rules of JAMS. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. Both parties agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.