LEGAL
Copyright (c) 2007 by Sophisticated Matchmaking, Inc. All rights reserved.
All text, graphics, audio files, Java applets and scripts, downloadable software, and other works on this web site are the copyrighted works of Sophisticated Matchmaking, Inc. Sophisticated Matchmaking, Inc. retains all proprietary rights in the website material, except where permission is given or that the content is in the public domain. You may not copy, modify, publish, transmit, distribute, perform, reproduce, sell, or re-sell any such intellectual property or proprietary information. Any failure to abide by these terms will result in the appropriate legal action being taken.
The use of this site is governed by our Hyperlink Disclaimer, Informational Content Disclaimer, Privacy Policy, and Terms of Service. By using this site, you acknowledge that you have read these disclaimers and policies and that you accept and will be bound by their terms.
Hyperlink disclaimer:
Sophisticated Matchmaking, Inc. site contains hyperlinks to other Internet sites not under the editorial control of Sophisticated Matchmaking, Inc. These hyperlinks are not express or implied endorsements or approvals by Sophisticated Matchmaking, Inc., of any products, services or information available from these sites. Sophisticated Matchmaking, Inc. does not take responsibility in checking the truth or accuracy of any information posted to these websites, nor do we undertake to screen the content of any information provided to them, or guarantee the proper use of such information by any party.
Informational content disclaimer policy:
THE INFORMATION PROVIDED ON THIS WEB SITE IS PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OF ANY COMPUTER PROGRAM OR SOFTWARE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION, OR NON-INFRINGEMENT. SOPHISTICATED MATCHMAKING, INC.’S MAXIMUM LIABILITY FOR ANY INACCURATE INFORMATION OR SOFTWARE AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, IF ANY. SOPHISTICATED MATCHMAKING, INC. IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, LOSS OF BUSINESS, LOSS OF PROFITS OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
TERMS AND CONDITIONS AND PRIVACY STATEMENT
PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE [“I ACCEPT/AGREE” BUTTON OR “I ACCEPT/AGREE” HYPERTEXT LINK] AT THE BOTTOM OF THE REGISTRATION PAGE. BY CLICKING THE "REGISTER "BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 21 YEARS OF AGE, LEGALLY UNMARRIED, HAVE NO CRIMINAL RECORD, AND AGREE TO BE BOUND BY THIS AGREEMENT. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS AGREEMENT AND ANY AMENDMENTS THERETO AFTER THIS DATE.
SOPHISTICATED MATCHMAKING, INC.
TERMS AND CONDITIONS OF SERVICE AND PRIVACY POLICY
This Agreement is between you, the Database Member or the Client, and Sophisticated Matchmaking, Inc., a Washington corporation (“SMI”). SMI agrees to provide its Clients with the personal services of a professional matchmaker, as outlined in the Addendum A to this Agreement. SMI agrees to provide its Database Members with access to those portions of its web site restricted only to those persons who have assented to the terms of this agreement. You agree to pay any and all fees and costs to SMI according to the terms of this Agreement.
Article I. TERMS OF SERVICE
This website site and all other services of SMI, whether delivered in person or online, are provided to you under the terms and conditions of this agreement and any changes or amendments made to this agreement in the future, as well as this site’s operating rules and/or policies (collectively, the “agreement”). This agreement applies to all services of this site, separately and as a whole. In addition, the following requirements apply to all Database Members and Clients of SMI:
1. You must be at least 21 years of age and legally unmarried to register as a Database Member or a Client of SMI.
2. You cannot become a Database Member or a Client of SMI if you have any criminal record, or if you have been convicted of more than one “driving under the influence” charge within the past [three] years.
3. You agree to provide true and correct information about yourself.
4. Per SMI’s request, you agree to cooperate fully with SMI and any of its agents and assigns, and waive your rights to privacy, in any type of background check. This specifically includes, but is not limited to your employment history, records search of public documents (which include arrests, warrants, felony, misdemeanor, traffic violations, driving records and civil suit records), and educational records. You further understand that any such investigation is not a guarantee that SMI would accept you as its Database Member or its Client.
5. SMI has the right to refuse service to anyone for any reason or for no reason whatsoever.
6. You agree to submit at least one recent [within the past 6 months] true-to-life photograph of yourself.
Article II. MANDATORY BASIC BACKGROUND CHECK
SMI conducts a mandatory basic background check on all its Clients. SMI also conducts a basic background check on those of its Database Members who are selected by SMI’s Clients for a personal introduction; the results of the basic background check of a Database Member must be received by SMI prior to an introduction taking place. SMI’s basic background check is limited to a criminal check showing felonies, misdemeanors, sex offenses, and other similar records at the state and county levels.
Article III. CODE OF CONDUCT
As SMI’s Client or Database Member, you acknowledge and agree that the following code of conduct applies; any violations of any of the following provisions may result in the immediate termination of your status as a Client or a Database Member; and fees and/or costs you will have paid up to the date of termination will be refunded to you by SMI:
1. SMI is not responsible for your conduct and the information you provide to SMI or SMI’s Clients or Database Members. You bear sole responsibility for your own conduct at all times.
2. You will absolutely refrain from transmitting material, or communicating with any other persons in a manner that is inaccurate, deceptive, defamatory, profane, abusive, offensive, violent, threatening, sexually oriented, harassing, racially offensive, illegal, or in any way inappropriate. You will absolutely refrain from taking any action that would result in the infringement and/or violation of another party’s rights, including, without limitation, intellectual property right and rights to privacy.
3. At all times you agree to act and use SMI’s services, as well as its website, consistently with any and all applicable rules, laws, and regulations.
4. You will refrain from impersonating any person or entity.
5. You will not gather any personal information about other Clients or Database Members of SMI for any purpose or reason whatsoever without any such person’s express written consent.
6. You will not express or imply that any statements you make are endorsed or approved by SMI without obtaining SMI’s written consent prior to making any such statements.
Article IV. No Express or Implied Warranties or Guarantees
To the fullest extent permissible under applicable law, the matchmaking services and the website provided by SMI are provided “AS IS”, WITHOUT WARRANTY OF ANY KIND TO SMI’S CLIENTS, DATABASE MEMBERS, OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM; FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. DATABASE USER AND CLIENT OF SMI AGREES THAT ANY EFFORTS BY SMI TO MODIFY ITS SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY SMI WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. DATABASE USER AND CLIENT FURTHER AGREES THAT SMI SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING REASONABLE ATTORNEY FEES, EVEN IF SMI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.
Article V. Limitation on Liability
You specifically agree that SMI is not responsible or liable for any threatening, defamatory, obscene, offensive, or illegal content or conduct of any other party or any infringement of another’s rights, including intellectual property rights. If you are dissatisfied with SMI’s service, the materials available on or through this site, or with any of SMI’s terms and conditions, your sole and exclusive remedy is to discontinue using SMI’s services and its website.
SMI will not be liable for any legal action taken between third parties. SMI is excluded from any direct or indirect loss from using its services or this site. If a claim is brought against you by any actions relating to SMI’s services or its website, you agree to hold harmless and defend SMI in any claim or action.
SMI may provide, or third parties may provide, links to other World Wide Web sites or resources. Because SMI has no control over such sites and resources, you acknowledge and agree that SMI 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 SMI shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or alleged to be caused by, or in connection with, use of or reliance on any such content, goods or services available on or through any such site or resource.
SMI cannot be held liable or responsible in any way, shape, or fashion for any event that results from use of any information or services provided by SMI to you, not limited to financial losses or any other negative outcomes. You completely absolve SMI of any responsibility, financial or otherwise, for how you use SMI’s services, the services of its contractors, partners, and preferred vendors. You acknowledge and agree that SMI does not provide, and does not purport to provide, any medical and/or psychological treatment, therapy, counseling services, or any sessions. We are not trained or licensed as doctors, nurses, psychologists, COUNSELORS, or therapists of any kind and do not hold ourselves to provide any services whatsoever that require any specialized training and/or licensing.
In consideration for your use of SMI’s website and/or its professional matchmaking and coaching services, you covenant and agree that you will forever refrain from instituting, maintaining, prosecuting or in any way aiding or asserting any claim, demand, or cause of action against SMI, its shareholders, agents, employees, directors, officers, investors, representatives, successors, transferees, assigns, or any parent or subsidiary organization for any injury, disease, physical or mental condition, damages, losses, costs, or expenses of any kind or nature whatsoever arising from or related to your use of SMI’s website and/or its matchmaking services. You understand that this is a binding provision of this agreement and will survive past the time you are no longer a Database Member or a Client of SMI. Notwithstanding any contrary provisions contained herein, SMI’s liability for any cause whatsoever, regardless of the form of the action, will at all times be limited to the amount, if any, paid by you to SMI.
Nothing in this agreement excludes or limits your statutory rights which may not be excluded or limited by law due to you being a consumer of SMI’s services.
Article VI. Indemnification
In consideration for your use of SMI’s website and/or is professional matchmaking services, you agree to indemnify and forever hold harmless SMI, its agents, employees, directors, officers, shareholders, investors, representatives, successors, transferees, assigns, or any parent or subsidiary organization from any and all claims, demands, actions, or causes of action of any kind or character, including, without limitation, any reasonable attorney fees, which may ever be asserted whether by way of contribution, indemnity, subrogation, liens, or otherwise brought by any person, firm, or entity due to or arising out of your use of SMI’s website and/or its other services, including any violation of this Agreement, breach of your contract with SMI, any breach of your representations and warranties given to us, or as a result of your conduct with any other Client, Database Member, and/or “introduction” that SMI provides to you.
Article VII. Definitions
“Introduction” means the process by which SMI’s matchmaker introduces a person to SMI’s Client. “Introductions” are available only to SMI’s Clients; Database Members may, but are not guaranteed to receive an “introduction,” depending on whether any Client of SMI would like to be introduced to a particular Database Member.
“SMI Subscription Web site” means that portion of the SMI web site which is restricted to the use of its Database Members and Clients.
“SMI Public Web site” means that portion of the SMI web site which is available for use by any person, any Database Member, and any Client.
“Acceptance” means that the Database Member or the Client has accepted the terms of this agreement and has manifested said acceptance by clicking on the [''I Accept/Agree'' button or ''I Accept/Agree'' hypertext link] at the bottom of this Agreement.
“Database Members” means those persons who have assented to the terms of this agreement, or an equivalent past agreement, whereby they have been included in the database of SMI and granted access to the SMI Subscription Web site.
“Client” means an individual who has assented to the terms of this agreement, as well as to the terms of Addendum A to this agreement, thereby retaining the personal matchmaking services of SMI’s professional matchmaker(s).
“Database Membership Fee” is the payment which has been enumerated in this agreement and which the Database Members agree to pay to SMI for registration with the SMI’s database of single men and women.
“Client Fee” means the payment made by the Client to SMI for personal matchmaking services of SMI’s professional matchmaker(s).
“Information Entry Page” means the web page that shall be downloaded to you computer after you accept this agreement.
Article VIII. Term
This agreement will remain in force for as long as you use our website or our services, or for as long as you remain our Database Member or Client. In addition, the sections of this agreement pertaining to indemnifications, releases, waivers and covenants not to sue will survive past the time when you are no longer a Client or a Database Member of SMI.
Article IX. Database Membership Fee
Registration as a SMI’s Database Member is free of charge. As an option, for an a fee of $395, our professional matchmaker will conduct a [two hour] personal interview with you to gather more information about you as well as your desired match; this personal interview service is optional and you are not required to sign up for the personal interview as a condition of being selected by SMI as its Database Member.
Registering as a Database Member allows you to participate in some but not all facilities of SMI’s website; moreover, such registration does not include the personal and professional services of SMI’s matchmaker(s). To gain full access to our services, as well as all features of our website, you must become a Client of SMI.
We have the right to change our fees at any time but, agree to offer reasonable notice before the change takes effect. All registrations and any and all services of SMI are of an “as is” basis and are non refundable.
Article X. CLIENT FEES
Any and all additional terms and conditions of SMI’s professional matchmaking and coaching services, as well as the Client’s fee(s) and cost(s) for such service, are discussed in detail in Addendum A to this Agreement.
Article XI. FORM OF PAYMENT
We accept cashier’s checks, your personal checks, and most major credit cards. If you pay by check, our services do not begin until your check clears with your bank. If you pay by credit card, upon registration you grant to us permission to charge all the fees and costs associated with SMI’s services to the credit card you provide to us. If payment cannot be charged to your credit card or such payment is returned to SMI for any reason, including chargebacks, SMI may suspend or terminate your account and all services under this agreement, and you will personally owe SMI any unpaid balance. If SMI accepts any installment payments from you, and if you make such payments using a credit card, SMI will automatically re-bill your credit card.
Article XII. Registration
The SMI Subscription website is provided solely to the Database Members and Clients of SMI. As a condition of use of the Subscription website, you agree to provide true, accurate, current and complete information about yourself, and to update this data if any of your information changes. SMI maintains strict Privacy Policy [insert a link on the website to this policy] and will not sell or give your information to other parties.
If any information provided by you is untrue, inaccurate, not up-to-date, or incomplete, SMI has the right to terminate your account and refuse any and all current or future services. Additionally, unauthorized use of this site for commercial purposes may result in legal action against you. Upon termination of SMI’s services for any reason whatsoever, no fees or costs you paid to SMI will be refunded to you.
Article XIII. Your account
The Database Members and Clients of SMI will select a username and password upon completing the registration process. The Database Members and Clients are fully responsible for maintaining the confidentiality of their username and password. You agree to immediately notify SMI at sophia@sophisticatedmatchmaking.com, should you know or have reasonable grounds to suspect, that the username and password have been compromised. SMI shall not be responsible for your failure to abide by this paragraph.
Article XIV. Unauthorized Access
In the event that you determine that another party has gained access to your password and username, or you determine that another has wrongfully accessed the SMI Subscriber web site using your password and username, SMI shall issue a new username and password to you and shall delete the old username and password account.
Article XV. Informational Content
You understand that all information, computer files, software, graphics, sound files, and text, whether publicly displayed by you on the SMI’s web site, or privately transmitted through the SMI’s web site, are the responsibility of the Database Member or the Client from whom such informational content has originated. You are fully responsible for any and all informational content that you upload, post, e-mail, or transmit using SMI’s web site. SMI does not and cannot control the informational content you transmit through SMI’s web site. Under no circumstances shall SMI be held liable for your exposure to informational content that you deem offensive, indecent or objectionable. Under no circumstances shall SMI be held liable for any errors or omissions in any informational content transmitted by the Database Members or the Clients of SMI.
SMI reserves the right to immediately, and without notice, terminate the account of any Database Member or Client found to have violated the provisions of this agreement. SMI may disclose any informational content you post, upload or transmit to the SMI’s web site, if such disclosure is necessary to enforce this agreement, to respond to claims of intellectual property infringement, to comply with legal process, or to protect the rights of SMI, the public, or other Database Members or Clients of SMI.
Article XVI. Availability of Access
SMI shall notify you by posting or e-mailing of scheduled maintenance or upgrade work which may make the SMI Subscription web site unavailable for periods of time greater than two (2) hours. SMI does not warrant that the SMI’s Subscription web site will be available to you on a continual twenty-four hour basis.
Article XVII. Content submitted by Database Members and Clients of SMI
SMI does not claim ownership of any informational content submitted by you to the SMI’s web site. You grant SMI a non-exclusive, royalty free license to use, distribute, reproduce, modify, and publicly display any informational content, including, without limitation, any photographs, submitted to the SMI’s web site. This license exists only so long as you allow its content to remain on the SMI’s web site and will terminate in the event that you request that any such content be removed.
Article XVIII. No UNAUTHORIZED USE
All text, graphics, audio files, Java applets and scripts, downloadable software, and other works on this web site are the copyrighted works of SMI, and SMI retains all proprietary rights in the website material, except where permission is given or that the content is in the public domain. You agree not to copy, modify, publish, transmit, distribute, perform, reproduce, license, sell, re-sell, or create derivative works from any of SMI’s copyrighted or trademarked material, including graphic files and software, available on the SMI’s web site. Any failure to abide by these terms will result in the appropriate legal action being taken.
Article XIX. Non-Commercial Use
SMI’s services and website are for the personal use of SMI’s Database Members and Clients and may not be used with any commercial endeavors. Profit and nonprofit organizations, companies and/or businesses may not become Database Members or Clients, and should not use this website for any purpose. Illegal and/or unauthorized uses of the website, including unauthorized framing of, or linking to the site or the sending of unsolicited commercial email will be investigated, and appropriate legal action will be taken. This is including, and without limitation, civil, criminal, and injunctive redress and/or termination of SMI’s services. Database Membership is granted by SMI at SMI’s sole discretion. In order to prevent the sending of unsolicited commercial email or chat messages to its Database Members and Clients, SMI may take reasonable steps, including the limiting of the numbers of emails or chat messages sent or received by a Database Member or a Client and electronically filtering or terminating e-mail.
Article XX. Limits and modifications
SMI may establish without notice limits on the use of its web site, including the maximum number of times you may post to or participate in the on-line communities, or to the number of times you may access the SMI’s web site. SMI reserves the right to modify any and all portions of the SMI’s web site without notice. Under no circumstances shall SMI be liable to you or any other party for such limits or modifications.
Article XXI. Termination of this AGREEMENT AND NONREFUNDABEL FEES
SMI may, at its sole discretion, terminate your account for any reason. Under no circumstances shall SMI be liable to you or any other party for such termination of your account. You may also terminate this agreement at any time by giving SMI a written notice. Any and all fees and costs that you paid to SMI prior to the date of termination of this agreement are nonrefundable. Termination of this agreement either by you or by SMI at any time and for any reason will not entitle you to any refund whatsoever.
Article XXII. Third party advertisers
SMI may allow third party advertisers to advertise on the SMI’s web site. SMI takes no responsibility for your dealings with, including any on-line or other purchases from, any third party advertisers. SMI shall not be liable for any loss or damage incurred by you in your dealings with third party advertisers.
Article XXIII. Violations
Please report any known or suspected violations of this agreement, including any suspected copyright or trademark violations, to sophia@sophisticatedmatchmaking.com
Article XXIV. PRIVACY POLICY
Your privacy is of utmost importance to SMI. To better protect your privacy we provide this notice explaining our information practices. To make this notice easy to find, we make it available on our homepage and at every point where personally identifiable information may be requested. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, we have put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect online.
1. Coverage. SMI’s treatment of personal or personally identifiable information (“Personal Information”) that may be collected when you are use SMI’s website, have personal interview(s) with SMI’s owners, employees, affiliates, or contractors, as well as and when you use SMI’s personal and professional matchmaking services. This policy does not apply to the practices of companies that SMI does not own or control, or to individuals that are not under SMI’s supervisory control. You acknowledge and agree that SMI’s Database Members and Clients, active and/or potential, will be able to view your photograph(s) and any portion of your Personal Information that you expressly agree in writing to make available for such viewing. In addition, SMI may use the same portion of your Personal Information to fulfill its obligations to you, if any, under this agreement.
2. Collection and Use of Personal Information. SMI may collect Personal Information when you use certain services on SMI’s web site or when you visit cookie-enabled web pages. SMI may also log your IP address when you use SMI’s web site. SMI uses this Personal Information to fulfill requests for our services; to determine whether our services are right for you; to consider which matches to make for you if you are SMI’s Client; to contact you about your use of our services when needed; to provide other Clients of SMI to whom we may match you with a summary profile for the purpose of making a match; to contact you regarding changes to our site or our business; and to customize the content that you might see on SMI’s web site.
3. Use of “Cookies.” SMI may use “cookie” files to better serve your needs by creating a customized web site which fits your needs. A cookie is a piece of data stored on the user’s computer tied to information about the user and are commonly used by websites to make it easier to navigate through web pages on the site. SMI uses cookies to manage sessions on our site. Users must enable cookies on your computer to use our site. We do not use cookies to collect personal information from any member which they did not intentionally submit to us.
4. Sharing and Disclosure of Personal Information. SMI allows you to register as a Database Member or a Client of SMI. You have the ability to edit your personal information at any time, and may cancel your registration. The information which you forward to SMI through the use of the information entry page shall be used solely by SMI for the purposes of billing, advertising, for notifying you of any changes to this agreement, the SMI web site, or any other purpose which SMI deems necessary to carry out its duties under this agreement. SMI will not sell or rent your Personal Information to any individual, business, or government entity. SMI will share your personal information with other entities should you request SMI to share such information, or if SMI is required to respond to court orders, subpoenas or other legal process.
5. Encryption. All registration pages are protected with Secure Socket Layer (''SSL'') encryption. The registration information must be accessed with usernames and passwords. You are advised not to share your username and password with any other person.
6. Use and Disclosure of Information We Collect. We will use and disclose your information only as follows: (1) to confirm your registration; (2) to follow up to make sure your registration is complete; (2) to notify you of SMI’s offers, special events, news, and updates; (3) if, in the course of registering with our website, you opt to receive occasional emails from third parties to whom we provide your information, we will disclose such information to such third parties; (4) to protect the rights and safety of us, our shareholders, members, officers, employees and customers; (5) at our option, to notify you of any changes to this Privacy Policy or our other terms and conditions of this website (you are bound by the terms of any changes we post to our website whether or not we notify you by email) and (6) as otherwise required by law. We disclose your information to third parties only as reasonably required register you with our website and collect sums due us (such as to shippers and credit card processors), to protect the rights and safety of us, our shareholders, members, employees and customers (such as to legal representatives and law enforcement) as you expressly permit and as required by law (such as the result of a court subpoena). We may transfer your information in the event of the sale of substantially all of the assets of our business to a third-party or in the event of a merger, consolidation or acquisition. However, in such event, any acquirer will be subject to the provisions of our commitments to you.
7. Amendments. SMI reserves the right to amend this policy at any time. SMI will contact registered users by e-mail, and shall also post a notice of changes on its web site, when and if the terms of this policy are amended.
8. Contact. You may contact SMI directly by e-mailing sophia@sophisticatedmatchmaking.com should you have any questions regarding this policy.
Article XXV. Assignment
You acknowledge and agree that your needs, and SMI’s services to you are unique and personal. Accordingly, you may not assign any of your rights or delegate any of your duties or obligations under this agreement to anyone. However, SMI does have the right to assign any or all of its rights and duties under this agreement to any third party. At the election of SMI, if SMI’s obligations hereunder are assumed by a third party, SMI shall be relieved of any and all liability under this agreement.
Article XXVI. Entire Agreement
This agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties’ signatures.
This Agreement and the relationship between you and SMI shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. You and SMI agree to submit to the personal and exclusive jurisdiction of the State of Washington, County of King, or the applicable United States District Court covering King County, Washington. However, both SMI and you agree to submit to binding arbitration for any dispute. Such arbitration shall be held before one arbiter who is a member of the American Arbitration Association, using Washington Law and in the venue of King County, Washington.
SMI’s failure to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision. If any provision of this agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. 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 SMI’s services or this agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.