Assignment. Neither party to this Agreement may assign its rights hereunder without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
Applicable Law and Disputes. This Agreement is governed by the laws of the State of California, without regard to principles of conflict of laws. Any dispute relating in any way to the Site or to services offered by or through the Site in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $2,500 shall be adjudicated in any state or federal court in the County of Los Angeles, California, and you consent to exclusive jurisdiction and venue in such courts.
Amendments. SSI may change the provisions of this Agreement from time to time at its sole discretion. When SSI changes the terms of this Agreement, SSI will notify you by e-mail or online postings on the Site. The changes will also appear in this document, which you can access any time by clicking "Terms of Service" at the bottom of any page of the Site. You already agreed to be bound by the changes when you first subscribed to the site. If you do not agree to be bound by the changes, you should not use the Site again and you should cancel your subscription to the Site. Even if you have not clicked on the “I Agree” button when subscribing, if you use the Site after you have been notified of a change to this Agreement, you agree to be bound by that change. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any amendment, addendum or document incorporated herein by reference, the terms of the amendment, addendum or other document shall prevail.
Relationship of the Parties. The parties to this agreement are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Waiver and Cumulative Beneficiaries. No failure or delay by either party in exercising any right under this Agreement shall constitute a waver of that right. No term of this Agreement may be waived by SSI except in a signed, non-electronic writing signed by an authorized representative of SSI. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Attorney Fees. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement following your breach of Section 2, “Subscription Fees and Payments,” above.
Entire Agreement. This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.