We reserve the right, in our discretion, to change or modify all or any part of the Agreement at any time, effective immediately upon notice published on this page. Your use of the Services constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by BadaWave as permitted above. Please be sure to review the Agreement periodically to ensure familiarity with the most current version. If at any time the terms and conditions of the Agreement are no longer acceptable to you, you should immediately cease all use of the Services. It is your responsibility to refer to the Agreement upon accessing the Services.

COPPA: The Services are directed to teenagers and adults and are not directed to children under the age of 13. You must be 13 years of age or older to use the Services outside of the European Union and European Economic Area, and 16 years of age or older in the European Union and European Economic Area. BadaWave complies with the Children’s Online Privacy Protection Act and does not permit registration by, and will not knowingly collect personally identifiable information from, anyone under 13. By registering for any Services, you represent and warrant that you are 13 years of age or older or, if you reside in the European Union or European Economic Area, 16 years of age or older. Additionally, you must provide true, accurate and complete registration information to become a member of the Services (“Member”). Creating a Member account if you are under the age of 13 outside of the European Union and European Economic Area or 16 in the European Union and European Economic Area, under automated means or under false or fraudulent pretenses constitutes unauthorized use of the Services, and such accounts will be deleted by BadaWave

As part of the registration process, you may be asked to select a username and password and you will be responsible for all activities occurring under your username and for keeping your password secure. We may refuse to grant you a username that impersonates someone else, violates or infringes on the trademark or proprietary rights of a third party, or is vulgar, offensive, or otherwise inappropriate, as determined by us in our sole discretion. You agree that your username and password is personal to you and should not be used to provide access to the Services to any other person or entity.

By using the Services, you agree to: (a) provide accurate and complete information about yourself as prompted by the registration form for a Service (“Registration Data”), (b) maintain and promptly update the Registration Data to keep it accurate and complete, and (c) maintain the security of your password. In the event you compose a profile upon registering for the Services (a “Member Profile”), such profile must describe you, an individual person. Examples of inappropriate profiles include, but are not limited to, profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual who is not you. If you wish to view or change your profile, you can do by clicking on the appropriate link listed in the Updating Your Registration Information section of the BadaWave Privacy Policy.

2. Your Use of Content

You acknowledge that the Services contain information, software, articles, reviews, content, photographs, audio and video clips, graphics, links, logos, trademarks, the “look and feel” of our websites, applications and software and other material (collectively, the “Content”) that are protected by copyright, trademark and/or other proprietary rights of BadaWave or third parties. All Content on the Services is protected by applicable copyright laws. You agree to comply with all copyright laws and any copyright notices, information, or restrictions contained in any Content available on or accessed through the Services. Users of the Services may use the Content only for their personal, noncommercial use. Businesses, organizations or other legal entities may not become Members, and are not permitted to use the Services for any purpose, including but not limited to collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of, or linking to, the Services or users on the Services. Please refer to our Linking Policy for more information on linking and use of Content.

Except as expressly permitted, you may not (i) modify, publish, transmit, reproduce, create derivative works from, distribute, perform, display, adapt, aggregate, sell, transfer or in any way exploit any of the Content, code or Material (defined below), in whole or in part, or (ii) use any robot, spider, site search and/or retrieval application, or other device to scrape, extract, retrieve or index any portion of the Services. Content consisting of downloadable or web-based software may not be reverse engineered unless specifically authorized by the owner of the software’s patent and/or copyright. You also agree not to circumvent, disable or otherwise interfere with any security related features of the Services or the Content, including features that prevent or restrict use or copying, or that enforce limitations on use.

You may only post on the Services content owned by you (such as your original statements or video clips), content for which you have received express written permission from the owner and content in the public domain (collectively, the “Material”). You assume all risk and responsibility for determining whether any Material is in the public domain. You hereby grant, transfer and assign to BadaWave and its affiliates, successors, assigns and licensees (collectively, “Licensee”) a fully-paid, royalty-free, irrevocable, perpetual, worldwide right and license to publish, distribute, reproduce, transmit, use, translate, display, perform, modify, revise, create derivative works of and archive the Material, in any form or media now known or hereafter developed (including without limitation in print, magnetic or electronic form), including, but not limited to, as part of the Services or in support of the Services through advertising or marketing, on any number of occasions in any form, and to sublicense third parties (including other users of the Services) to do any of the foregoing with further right of sublicense (the “License”), without payment or compensation to you and without seeking further permission from you. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence and that the exercise by Licensee of Licensee’s rights under the License shall not violate any laws, defame or libel any person, invade any person’s right of privacy or publicity or otherwise violate, misappropriate or infringe the rights of any person (including but not limited to any copyright or moral right). You agree that you are solely responsible for the Material that you post on the Services or transmit to others and agree that you will not hold Company responsible or liable for any materials or content you access or receive from other users of the Services.

You may download, copy and make any personal, non-commercial use of the Content and use that is expressly permitted by the United States Copyright Act of 1976, as amended (“Copyright Act”) and not prohibited by any section of the Copyright Act or by any other applicable law, rule or regulation; provided, however, that you maintain all copyright and other notices contained in such Content; and provided further that you shall not store electronically any significant portion of any Content.

To the extent that you provide us with any suggestions, feedback or other information relating to our business or the Services (including, but not limited to, suggested new products or services or improvements to existing products and services), such information is provided to us on a non-confidential and unrestricted basis, and you hereby grant to the Licensee (as defined above) a non-exclusive, worldwide, perpetual, royalty-free, fully transferrable and sublicensable right and license to reproduce, display, distribute, use and fully exploit such suggestions, feedback and information.

3. Rules of Conduct

BadaWave has the right, but not the obligation, to investigate any illegal and/or unauthorized use of the Services and appropriate legal action may be taken, including without limitation, civil, and injunctive relief. While utilizing the Services, you may not:

• Use the Services for any commercial purpose, to distribute any advertising or solicitation of funds or goods and services, or to solicit users to join competitive online services;
• Post on the Services any links to any external Internet sites that are obscene or pornographic, or display pornographic or sexually explicit material of any kind;
• Post on the Services or transmit through the Services any Material that violates or infringes another person’s intellectual property rights (including, but not limited to, third party music, videos, photos or other materials where you do not have written authority from the owner to post or transmit such materials);
• Post or transmit any Material that contains any advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation;
• Reformat, frame or mirror any portion of any web page that is part of the Service;
• Post Material containing restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
• Submit any Material that impersonates a person or entity, falsely implies sponsorship or endorsement of that Material by the Services, BadaWave and/or any third party, falsify or delete any author attributions in any Material, or promote any information that you know is false or misleading;
• Transmit any viruses, worms, defects, Trojan horses or other items of a contaminating or destructive nature through the Services or otherwise attempt to interfere with the proper working of the Service or the use and enjoyment of the Services by other users;
• Promote an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or videos or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
• Submit Material, or engage in any activity, that is libelous, defamatory, obscene, pornographic, abusive, harassing, threatening, unlawful, or violates the rights of any third party (including their rights of privacy or publicity) or that promotes or encourages illegal activity, racism, bigotry, hatred, physical harm or discrimination of any kind against any group or individual; or
• Harvest or collect email addresses or other contact information of other users by electronic or other means.

• The following additional restrictions apply to Material posted by you on the Health eCareers Services. You shall not do any of the following without the prior written authorization of BadaWave:

• Post any inaccurate, untimely, stale, incomplete or misleading information, including inaccurate biographical information;
• Post any employment opportunity or requirements that are inaccurate or not available with a verifiable company that is directly represented by you or your company;
• Post any employment opportunities that are not healthcare-related, or are outside a healthcare-related field or organization;
• Key code (through overuse of a skill set, term or definition within a job posting, profile, resume or otherwise in an effort to gain priority placement of a posting), copy other job postings as your own, post the same position multiple times on the Services or post multiple positions within one posting;
• Place any contact information within a job posting that is different from or in addition to contact information provided when subscribing to the Health eCareers Services;
• Post any employment opportunity that does not contain a valid application method (such as company URL, email address, or “apply online”) that is connected to the “Apply” button in the job posting;
• Place any content within the job details section of a job posting that directs job seekers to apply directly via an email address or any other method that circumvents the “Apply” link;
• Resell or make available to any person not expressly licensed by BadaWave, whether via phone, fax, email, mail or other medium, any of the Health eCareers Services or any information obtained therefrom, including, without limitation, resumes or candidate information;
• Allow job postings or employment requirements to remain posted on the Health eCareers Services for more than 24 hours after they are no longer viable or valid (to the extent that a position is placed on “hold” or is otherwise not available for immediate placement, the posting should be removed until such time as it is a viable opening);
• Respond to a job listing on behalf of anyone other than yourself;
• Delete or revise any Material posted by another person or entity; or
• Use, print, or otherwise copy any personal information of candidates for any purpose other than consideration of the candidates for potential employment by your company or a company you represent.

The above is not a complete list of illegal and/or prohibited uses of the Service.

Use of the Services is subject to existing laws and legal process. Nothing contained in the Agreement shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Services.

4. Managing Content

Despite our rights outlined herein, you shall remain solely responsible for all Material you post. BadaWave has no obligation evaluate, to pre-screen and/or monitor the Material you post, however BadaWave reserves the right to edit or remove any Content or Material on the Services, in whole or in part, and to disclose any information or take any action necessary to satisfy any applicable law, regulation, legal process or governmental request or to protect the rights, property or safety of BadaWave, its users and the public. You understand and agree that you may be exposed to such matters and that you further waive your right to any damages (from any party) related to such exposure.

BadaWave has the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

• Restrict, suspend, or terminate your access to all or any part of our Services;
• Change, suspend, or discontinue all or any part of our Services;
• Refuse, move, edit or remove any Material for any reason;
• Refuse, move, edit or remove any Content that is available on the Services;
• Deactivate or delete your account(s) and all related information and files in your account(s);
• Disclose your identity or other information about you to any third party who claims that Material posted by you violates their legal rights, including, but not limited to, their intellectual property rights or their rights of privacy or publicity;
• Disclose your identity or other information about you to law enforcement officials upon request if BadaWave determines in its sole discretion that such disclosure is in the interest of protecting its users or the public;
• Establish general practices and limits concerning use of our sites and Services.

You agree that BadaWave will not be liable to you or any third party for taking any of these actions. You understand and agree that our Services may include communications such as advertisements, service announcements and administrative messages from us or from our partners, and that these are considered part of the Services.

5. Endorsement

BadaWave does not represent or endorse the accuracy or reliability of any Content or other material posted on any interactive area or elsewhere on the Services and you acknowledge that any reliance upon such Content or other material shall be at your sole risk. Any Content or other material placed on any interactive area by users represents the views of the user posting the statement, and does not represent the views of BadaWave

The Services may contain links to sites on the Internet which are owned and operated by third parties (the “External Site(s)”). You acknowledge that BadaWave is not responsible for the availability of, or the content located on or through, any External Site, and that your use of such External Sites may be subject to a third party’s terms and conditions and/or privacy policy. Any third-party content or a link to a third-party site is not an endorsement of that content or third-party site. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites.

Typically, we do not directly sell, resell, or license any of the products or the services that we review, list, or advertise on our sites, and we disclaim any responsibility for or liability related to them. Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third party. All product and deal information such as discount, price and availability are believed to be accurate as of the time of publication and are subject to change. Please verify these details with the merchant site and check the merchant’s terms and conditions before you buy. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor. However, in the event we do sell, resell, or license products or services, any terms and conditions related to your purchase or license of such products and services from us or any affiliates will be accessible on the applicable site page.

Please note that we may allow certain manufacturers to license, use and/or reprint a BadaWaves trademark, logo, or a review in whole or in part, in its own marketing materials and advertisements in exchange for a license fee.

6. Indemnification.

You agree to indemnify, defend and hold BadaWave and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “BadaWave Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including attorneys’ fees) incurred by any BadaWave Party in connection with:

• Your use of, or connection to, our Services;
• Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
• The content, the quality, or the performance of Material that you submit;
• Your violation of the Agreement or the BadaWave Privacy Policy;
• Your violation of the rights of any other person or entity; or
• Your violation of any applicable laws, rules or regulations.

BadaWave reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with BadaWave’ defense of such claim

7. Termination of Service

BadaWave reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Services, including the discussion areas, at any time for any reason without prior notice or liability. Conversely, you may terminate your access to the Services at any time by immediately ceasing use of the Services. If you would like to delete a particular account on the Services, please review the  What Can I Do to Control My Information? section of the Privacy Policy and use the contact instructions for the particular property where you with to delete your account. Once your access terminates, you will have no right to use the Services. The terms of the Agreement shall survive any termination of your access. BadaWave may change, suspend or discontinue all or any aspect of the Services at any time, including the availability of any feature, database, or Content (including the discussion areas), without prior notice or liability.

8. Copyright Policy

You may not post, distribute, perform, display, transmit or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. BadaWave has registered a designated agent with the Copyright Office pursuant to 17 U.S.C. §512(c). If you believe that your work has been copied and posted on the Services in a way that constitutes copyright or trademark infringement, please notify the designated agentand insert “Terms of Use” in the subject line.

A notification of claimed infringement must include the following:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest;

(b) a description of the copyrighted work(s) or trademark(s) that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the Services (including any additional identifying information such as URLs and post numbers to assist us in identifying the allegedly infringing material);

(d) your address, telephone number, and email address;

(e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner’s behalf.

If materials you have posted on the Services have been removed due to alleged infringement of a third party’s intellectual property rights, BadaWave will notify you. If you believe your materials have been wrongly removed, you may file a counter-notification containing the following:

(a) an electronic or physical signature of the person authorized to act on your behalf;

(b) a description of the material that has been removed or to which access has been disabled and where the material was located online before it was removed or access to it was disabled;

(c) a written statement by you that under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(d) your address, telephone number, and email address; and

(e) a statement that you consent to the jurisdiction of federal district court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification under DMCA 512 subsection (c)(1)(c) or an agent of such person.

Upon BadaWave’ receipt of such counter-notice, BadaWave will provide the complainant with your contact information so that you have the ability to resolve the issue. Please note that when we forward the counter-notification, it includes your personal information. If you are concerned about protecting your anonymity, please consult with an attorney about other options. If the matter has been resolved or the complainant does not seek a court order within the statutory time period, we generally will re-post the material.

BadaWave reserves the right to remove any materials or content alleged to be infringing without prior notice, at BadaWave’ sole discretion, and without liability to you.

In appropriate circumstances, BadaWave will also terminate your account if you are determined to be a repeat infringer.

Any person who knowingly misrepresents that material is infringing or that material was removed or disabled by mistake or misidentification may be subject to liability.

9. Disclaimer of Warranties; Limitation of Liability.

The Services and the Content are distributed on an “as is, as available” basis. None of BadaWave, third party vendors or content providers or their respective agents makes any warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose, with respect to the Services, any Content or any products or services sold through the Services. Neither BadaWave nor any third party content provider warrants that any files available for downloading through the Services will be free of viruses or similar contamination or destructive features. Neither BadaWave nor any third party content provider warrants that any of the goods or services linked to or advertised in the Services comply with data protection or other relevant legislation and BadaWave accepts no liability whatsoever for any claim arising from such goods or services.

You expressly agree that the entire risk as to the quality and performance of the Services and the accuracy or completeness of the Content is assumed solely by you and ZBadaWave cannot guarantee the continued availability of any particular component of the Services. You specifically acknowledge that BadaWave is not responsible or liable for any unauthorized access to or alteration of your materials, data or other transmissions entered into through the Services or for any threatening, defamatory, obscene, offensive or illegal Content or for conduct of any other party or for any infringement of another’s rights.

BadaWave SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. BadaWave, ANY THIRD PARTY CONTENT PROVIDER AND THEIR RESPECTIVE AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OR CORRUPTION OF INFORMATION OR DATA, LOSS OF BUSINESS OR LOST PROFITS, LOSS OF REPUTATION OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, BadaWave IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, LIABILITY OF BadaWave SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL OF ANY SUBSCRIPTION OR SIMILAR FEES WITH RESPECT TO ANY SERVICE OR FEATURE OF THE SERVICES PAID IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST BadaWave, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, YOU RELEASE BadaWave FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD BadaWave HARMLESS IN CONNECTION WITH ANY SUCH DISPUTE.

Some jurisdictions do not allow exclusion of implied warranties or certain limitations of liability, including for incidental or consequential damages, punitive or exemplary damages, bodily or moral (reputational) damages, gross negligence, death or personal injury caused by negligence, personal injury or loss of or damage to property caused by defective products, fraud and/or fraudulent misrepresentation, or recklessness, so the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of BadaWave, third party content providers and their respective agents shall be limited to the greatest extent permitted by applicable law.

10. Member Disputes

You are solely responsible for your interactions with other Members of the Services. BadaWave reserves the right, but has no obligation, to monitor disputes between you and other Members and to take action (e.g., account deletion or removal of content posted by a user) if BadaWave determines that there has been a violation of the Agreement or if such action is otherwise necessary or desirable, in its sole discretion.

11. International Use

We make no claims that any Material, Services or any Content is appropriate or may be downloaded outside of the United States or outside the country where such Material, Services or any Content was produced. Access to the Material, Services or any Content may not be legal in certain countries or for certain persons. If you access any Material, Services or Content from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You agree to comply with: (i) all local rules regarding user conduct on the Internet and acceptable content; and (ii) all applicable laws regarding the downloading and/or transmission of technical data and other material from or to the United States and the country in which you are located.

12. No Submission of Unsolicited Ideas

BadaWave does not accept unsolicited ideas of any kind, including ideas for: advertising; promotions; new products, technologies, processes, or materials; marketing plans; or product names. Please do not send us any such ideas or materials relating to such ideas. This is to avoid any potential misunderstanding or dispute should our products or marketing strategies seem similar to unsolicited ideas submitted to us. If, despite this request, you do send us any unsolicited ideas or materials, we make no assurances that such ideas or materials will be treated as confidential or proprietary.

13. Binding Arbitration

ARBITRATION NOTICE: Unless you opt out in accordance with this Section, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before a single arbitrator. The arbitration shall be administered JAMS, pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the arbitration award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT (I) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (III) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. If the specific provision of this paragraph is found to be unenforceable, then the entirety of this Section entitled “Binding Arbitration” shall be null and void.

YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

14. Limitation Period for Claims.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our sites or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15. Miscellaneous

We may be required by international, state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our sites or delivering them to you through e-mail. Subject to the arbitration provision above and for all purposes of this Agreement, this Agreement shall be construed in accordance with the laws of the State of New York, without reference to principles of choice of law. You and BadaWave each irrevocably consent to the personal jurisdiction of the federal or state courts located in New York, New York, the Borough of Manhattan (the “Courts”) with respect to any action, suit or proceeding arising out of or related to this Agreement or to the Services (including without limitation any Content) and waive any objection to venue in any of the Courts for such an action, suit or proceeding (whether based on forum non conveniens or otherwise); additionally, you agree that you will not bring any such action, suit or proceeding in any court other than the Courts.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this Agreement and any additional terms and conditions posted on the Services, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, (i) such provision shall be interpreted in such a manner as to preserve, to the maximum extent possible, the intent of the parties, (ii) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and (iii) such decision shall not affect the validity, legality or enforceability of such provision under other circumstances.

16. New Jersey Residents.

If, and to the extent that New Jersey law applies, with respect to residents of New Jersey, the terms in Sections 6 (insofar as any claims may arise from, or relate to, consumer protection or fraud and/or misrepresentation, or result in attorney’s fees), 9 and 14 do not limit any rights you may have as a consumer under New Jersey law and are intended to be only as broad and inclusive as permitted by the laws of the state of your residence. Subject to the foregoing, BadaWave, third party content providers, and their respective agents reserve all rights, defenses, and permissible limitations under New Jersey law. Nothing in this Section shall modify the binding arbitration clause and waiver for class action and jury trial in Section 13.

17. Australia Residents.

Nothing in these Terms (including in Sections 6, 9 and 14) limits, excludes or modifies any rights you may have under any law, including under the Australian Consumer Law (the “ACL”) and consumer guarantees under the ACL, which may not be limited, excluded or modified by agreement (including where such exclusion, restriction or modification would be illegal or void under such law).

18. Privacy Policy.

The BadaWave Privacy Policy will be made available on the property from which you accessed these Terms. Such Privacy Policy is incorporated by reference into these Terms.

QUESTIONS? Please contact [email protected] and insert “Terms of Use” in the subject line if you have any questions or comments about the Agreement, or to report user conduct violating the Agreement.