MY911 Inc. Terms of Service Agreement
Last Modified: March 03, 2023
This Terms of Service Agreement (this “Agreement”) is a binding contract between you (”Customer”, “you”, or “your”) and MY911 Inc. (”MY911”, “we”, or “us”). This Agreement governs your access to and use of our Services.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON OR BY ACCESSING OR REGISTERING TO USE THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON OR USING OR REGISTERING TO USE THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT SELECT THE “I ACCEPT” BUTTON AND DO NOT USE OR REGISTER TO USE THE SERVICE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US. PLEASE READ IT.
- ”Aggregated Statistics” has the meaning set forth in section 2(4).
- ”Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.
- ”MY911 IP” means the Services and all intellectual property provided to Customer in connection with the Services. For the avoidance of doubt, MY911 IP includes Aggregated Statistics and any information, data, or other content derived from MY911’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
- ”Services” means the services provided by MY911 under this Agreement providing access to supplemental health information that you provide through the website to others, including without limitation, an emergency contact and physician name.
- ”Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
2. Access and Use.
- Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, MY911 hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your personal use as a supplemental health information notice tool in accordance with the terms and conditions herein. MY911 shall provide you the necessary passwords and access credentials to allow you to access the Services.
- Downloadable Software. Use of the Services may require or include use of downloadable software. MY911 grants you a non-transferable, non-exclusive, non-assignable, limited right for Customer to use downloadable software we provide as part of the Services. Any Third-Party Products that consist of downloadable software are subject to the terms of section 3(5).
- Use Restrictions. You shall not, and shall not permit any person to, use the Services or any software component of the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any person to: (i) copy, modify, or create derivative works of the Services, or any software component of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
- Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, MY911 may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by MY911 in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (”Aggregated Statistics”). As between MY911 and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by MY911. You acknowledge that MY911 may compile Aggregated Statistics based on Customer Data input into the Services. You agree that MY911 may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
- Reservation of Rights. MY911 reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to MY911 IP.
- Suspension. Notwithstanding anything to the contrary in this Agreement, MY911 may temporarily suspend Customer’s access to any portion or all of the Services if: (i) MY911 reasonably determines that (A) there is a threat or attack on any of MY911 IP; (B) Customer’s use of MY911 IP disrupts or poses a security risk to MY911 IP or to any other customer or vendor of MY911; (C) Customer is using MY911 IP for fraudulent or illegal activities; or (D) MY911’s provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of MY911 has suspended or terminated MY911’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). MY911 shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. MY911 shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. MY911 will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.
- Internet Access. An active internet connection is required to access and use the Services. Customer’s access to the Services requires Customer to obtain and maintain, at Customer’s sole cost and risk, an active internet connection from an internet service provider. Customer acknowledges and agrees that the internet is an inherently unstable and insecure medium. MY911 will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of an interruption in Customer’s internet connection, or the internet connection between the Services and Customer or any person that Customer has authorized to access the Services on Customer’s behalf.
3. Customer Responsibilities.
- Acceptable Use Policy. The Services may not be used for impermissible, unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of this Agreement, and all applicable laws, rules, and regulations, and all guidelines, standards.
- Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of any person who you permit to access your account, and any act or omission of a person that you permit to access your account that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you.
- Customer Data. You hereby grant to MY911 a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for MY911 to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
- Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
- Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
4. Service Levels and Support.
- Service Levels. Subject to the terms and conditions of this Agreement, MY911 shall use commercially reasonable efforts to make the Services available (”Service Levels”).
- Support. Any support provided will be at MY911’s sole and absolute discretion and there is no guarantee or entitlement of support.
5. Fees and Payment.
Customer shall pay MY911 the fees as described on www.my911.ca (”Fees”), within thirty (30) days from the invoice date without set-off or deduction. Fees are subject to change without notice and MY911 reserves the right to modify and/or discontinue services without notice. Customer shall make all payments hereunder in Canadian dollars on or before the due date. If Customer fails to make any payment when due, without limiting MY911’s other rights and remedies: (i) MY911 may charge interest on the past due amount at the rate of twelve percent (12%) per annum or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse MY911 for all reasonable costs incurred by MY911 in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for sixty (60) days or more, MY911 may suspend, in accordance with section 2(6), Customer’s access to any portion or all of the Services until such amounts are paid in full.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on MY911’s income.
8. Intellectual Property Ownership; Feedback.
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
9. Limited Warranty and Warranty Disclaimer.
- MY911 warrants that it provides Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND MY911 STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
- Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services are in compliance with this Agreement.
- EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(1), THE SERVICES ARE PROVIDED “AS IS” AND MY911 SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MY911 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MY911 MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
- Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data, or have authorization and consent from the holder of all right, title and interest to it, and that both the Customer Data and your use of the Services are in compliance with this Agreement.
Customer Indemnification. Customer shall indemnify, hold harmless, and, at MY911’s option, defend MY911 and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; or (ii) based on Customer’s negligence or wilful misconduct or use of the Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against MY911 unless MY911 consents to such settlement, and further provided that MY911 will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.
11. Limitations of Liability.
IN NO EVENT WILL MY911 BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MY911 WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL MY911 BE LIABLE OR RESPONSIBLE FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (G) THE PRACTICE OF MEDICINE; (H) THE EXERCISE OF INDEPENDENT MEDICAL JUDGMENT; OR (I) ANY PATIENT OUTCOMES FROM MY OR A LICENSED MEDICAL PROFESSIONAL’S USE OF THE SERVICES.
IN NO EVENT WILL MY911’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MY911 UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000, WHICHEVER IS LESS. The exclusions and limitations in this section 11 do not apply to the parties’ obligations under section 10.
12. Term and Termination.
- Term. The term of this Agreement begins on the date Customer signs up for the service or clicks “I Agree” (whichever comes first) and continues until terminated by either party.
- Termination. In addition to any other express termination right set forth in this Agreement:
- Either party may terminate this Agreement, for any reason upon thirty (30) days’ advance notice.
- Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of MY911 IP. No termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. We reserve the right (but have no obligation) to delete all of your information and account data; and we will not be liable to you for compensation, reimbursement, or damages in connection with the termination of the Service and the deletion of your information or account data. Within 30 days following the termination of this Agreement, you may request in writing that we transfer all applicable Customer Data to you in email format. We will use commercially reasonable efforts to complete such transfer within 60 days from receipt of your written request.
- Survival. This section 12(4), sections 5, 10, 11, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on www.my911.ca or direct email communication from us, at our sole discretion. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. MY911 will provide at least sixty (60) days’ advance notice of changes to any service level that MY911 reasonably anticipates may result in a material reduction in quality or services.
14. Dispute Resolution.
THIS SECTION APPLIES TO YOU. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU AND WE HEREBY EXPRESSLY WAIVE THE RIGHT TO ANY TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU AND WE EACH AGREE THAT CLAIMS WILL ONLY BE BROUGHT IN YOUR AND OUR INDIVIDUAL CAPACITIES AND NEITHER OF YOU OR WE WILL BRING A CLAIM AS A PART OF A CLASS, WHETHER AS LEAD PLAINTIFF, MEMBER, REPRESENTATIVE, OR OTHERWISE. YOU ALSO AGREE THAT ANY DISPUTE ARISING BETWEEN US WILL BE RESOLVED INDIVIDUALLY BETWEEN YOU AND US IN ACCORDANCE WITH THIS SECTION 14.
If any dispute or controversy arises between you and us relating to or arising from this Agreement or the relationship between you and us (a “Dispute”), the Dispute will be resolved in accordance with this section 14.
(1) Negotiation. Before resorting to arbitration, each of you and us will try to resolve the Dispute through negotiation in good faith. The complaining party (the “Complainant”) will first provide the other party (the “Respondent”) with a written notice of the dispute (a “Notice of Dispute”). The Notice of Dispute will include (i) the full legal name and contact information of the Complainant, (ii) describe the nature and basis of the claim or dispute in detail, and (iii) set out the specific relief that the Complainant is seeking. If we are the Complainant, we will send any Notice of Dispute to your billing address on file and to the last email address that you have provided to us. If you are the complainant, you will send the Notice of Dispute to the address of our headquarters, which can be found at www.my911.ca, prepaid, by registered mail or nationally recognized courier, with proof of receipt requested. The effective date of the Notice of Dispute will be the day that we receive it, if sent to us, or the day that we send it by email if sent to you.
(2) Binding Arbitration
If you and us are unable to come to a negotiated agreement within 30 days of the effective date of the notice of Dispute, the Dispute will be finally and conclusively resolved by binding arbitration under the Arbitration Rules of the ADR Institute of Canada. The Seat of Arbitration shall be held in London, Ontario and the language of the arbitration shall be in English. The arbitrator will be selected in accordance with the Commercial Arbitration Rules and the arbitrator must be a former Ontario or Federal Court Judge or a Member of the Provincial Bar licensed to practice law in Ontario with at least ten (10) years of experience as an attorney in commercial disputes.You and us agree to keep the proceedings of the arbitration, all events leading up to the arbitration and the outcome of the arbitration confidential. Our submission and agreement to arbitrate shall be specifically enforceable, and the judgment of the arbitrator granting an award to you or us may be entered in any court having jurisdiction thereof. There will be no appeal from the decision of an arbitrator, except on a question of law and we shall split the costs of arbitration equally. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. To the maximum extent permitted by law, each arbitration shall be individually between two parties at a time, and no arbitrations shall be combined so as to form a class arbitration.
Any question that must be put to a court pertaining to a Dispute shall be put to the courts of Ontario located in London, Ontario. If this section 14 is found to be unenforceable in whole or in part, then the exclusive jurisdiction and venue provisions of section 15 and 16 shall govern.
15. Governing Law.
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
16. Choice of Forum.
Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.my911.ca and must be delivered either by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.