Poesybeat.org Terms of Use

Introduction

Welcome to poesybeat.org (the "Site"), which provides a free online service to artists and the general public consisting of the Poesybeat Gallery (an online publication including downloadable audio files), the Poesybeat Workshop (an online workshop for spoken word artists and musicians to collaborate in the creation of Poesybeats), and various other informational resources. The Site is hosted by the Poesybeat Arts Initiative ("PAI"), an Illinois not-for-profit corporation dedicated to the art of poesybeat.

The following Terms of Use ("Agreement") apply to you if you access the Site. This Agreement is a binding legal agreement between you and PAI governing your use of the Site, whether or not you become a registered member. If you are under 18, your use of this Site is conditioned upon your parent's or guardian's acceptance of this Agreement on your behalf. If you do not agree to the terms of this Agreement, you must discontinue accessing the Site.

PAI may modify the terms of this Agreement from time to time by posting a copy of the amended Agreement at (http://poesybeat.org/terms_general.php) and without further notice. Your continued use of the Site shall constitute acceptance of this Agreement as amended from time to time. If you do not agree to the terms of this Agreement as so amended, you must discontinue accessing the Site.

DEFINITIONS

Beat:               The term "Beat" means a sound recording of a musical performance.

Poesy:            The term "Poesy" means a sound recording of a spoken word performance of poetry or prose.

Poesybeat:    The term "Poesybeat" means a sound recording combining one or more Poesies with one or more Beats (one or more of which may have been downloaded from the Poesy and/or Beat databases).

GENERAL SITE RULES AND TERMS

Your General Right of Use (Including Your Representations and Warranties)

The Site and its content are provided free of charge for your personal, non-commercial use. However, any hardware, software, and internet connectivity needed for you to access or use the Site are your responsibility. You may freely access and use the non-member portions of the Site (subject to your acceptance of this Agreement). All content on the Site is copyright PAI or its respective author(s) and subject to all U.S. and international copyright laws, all rights reserved. Nothing on this Site is made available to you under the creative commons license or any similar "copyleft" license.

Unless you are a member of the Poesybeat Workshop (see below), you may not attempt to upload any files, information, or other data to the Site except as follows: (1) you may type text in any text field in any forum made available for that purpose on the Site; (2) you may fill out any forms (e.g., registration) made available on the Site; and (3) you may email PAI at the address provided in the "Contact" section or any other location on the Site. With respect to any information or other data that you upload to the Site, you grant PAI a perpetual, royalty-free, non-exclusive license to publish such information or other data, in the same or modified form, on the Site subject to the Privacy Policy (see below) and the other terms of this Agreement.

You represent and warrant that any information or other data that you transmit to the Site: (1) is owned by you or properly licensed to you for such purpose; (2) does not violate, or facilitate the violation of, the intellectual property or other property rights of any party (for example, copyrights, trademarks, service marks, trade secrets, and patents) or any law or regulation; (3) does not contain information that could violate any individual's right of privacy or publicity; (4) does not contain advertisements for commercial products or services; (5) does not contain obscene, hateful, harmful, harassing, threatening, or otherwise objectionable or illegal material; (6) does not contain any virus or other data designed to disrupt, damage, monitor, or otherwise improperly affect the software or hardware of any party; and (7) does not violate any term of this Agreement.

In order to download an audio file from the Poesybeat Gallery, you must register (see below). All audio files available for download from the Poesybeat Gallery are copyright PAI or their respective authors and subject to all U.S. and international copyright laws, all rights reserved. They are for your own personal, non-commercial use only. Any other copying, broadcast, distribution, modification or other use (including, but not limited to, creation of derivative works) is a violation of U.S. and international intellectual property laws.

You agree that you will not copy for others, transmit, broadcast, or redistribute any content downloaded or otherwise obtained from the Site without the express written consent of PAI or the applicable copyright holder. If you are accessing the Site from outside of the U.S., compliance with local laws is solely your responsibility.

PAI reserves the right to deny you access to the Site if, in PAI's sole discretion, PAI determines that you have violated any term of this Agreement. Further, PAI reserves the right to modify the Site in any manner or to discontinue all or part of the Site at any time without any obligation or liability to you.

Forums

The Site may contain one or more forums in which users may communicate with one another. PAI reserves the right to monitor the content of such forums and to remove any content from such forums and/or restrict your use of such forums. You agree that PAI shall not be responsible or in any manner liable for any content posted by any user in any forum. You hereby grant PAI an unrestricted, royalty-free, and perpetual worldwide right to reproduce any text that you post in any forum on the Site for purposes of promoting the Site or as necessary to respond to any threatened or pending legal action. You agree that you are solely responsible for any loss or damage resulting from your participation in any forum on the Site.


Poesybeat workshop RULES AND TERMS

 

Member Registration

You are not required to register as a member in order to access and use the Site, other than the Poesybeat Workshop or to download files from the Poesybeat Gallery (see above). You may register as a member by providing your name and email address and by establishing a member name and password. PAI will never sell or disclose your name or email to anyone. However, because of the unique nature of the Poesybeat Workshop-i.e., the collaboration between various members-your name and email address will be stored in PAI's records, subject to any record retention policy of PAI. You are responsible for keeping your member registration information up to date. As a member, you will be provided with a "member profile" page which you may use to describe yourself, your work, or other information. You are free to disclose your name, email and other identifying information on your member page. However, your member page can be viewed by other members, which means that such information is not secure or confidential. In other words, if you do not wish other members to know your name and email address, you should not list that information on your member page, in which case that information will remain a confidential record in PAI's database. You are solely responsible for any information you place on your member page. PAI reserves the right to monitor member pages and remove content that violates the terms of this Agreement and, if necessary, to terminate your right to have a member page or to access the Site.

You are solely responsible for maintaining the confidentiality of your password and for anyone accessing the Site using your member name and password. You must immediately notify PAI of any unauthorized use of your member name or password. PAI reserves the right to prohibit the use of any particular member name.

General Poesybeat Workshop Rules

The Poesybeat Workshop is an online space intended for musicians and spoken word artists to collaborate in the creation of Poesybeats. The fundamental rule in the Poesybeat Workshop is to respect the work of the other members. Each member may upload Poesies or Beats to the database, which may then be downloaded by other members under the terms of the Poesy License or Beat License (as applicable), each of which is a contract between the member who uploaded the Poesy or Beat and the member who downloads the Poesy or Beat (as described in the next subsection). In addition to entering that contract, which is not part of this Agreement, you agree as a condition of membership in the Poesybeat Workshop to the following terms:

  • The only type of file you may upload to the Poesy database is an mp3 or m4a format file containing a Poesy (refer to definition at the beginning of this Agreement). You may not upload a Poesy to the Site unless you (individually or jointly with another) own the copyright in the sound recording and the underlying text. Poesies containing samples or performances (in whole or part) of the copyrighted works of others (including other Poesies, Beats, or Poesybeats on the Site) are not permitted.
  • The only type of file you may upload to the Beat database is an mp3 or m4a file containing a Beat (refer to definition at the beginning of this Agreement). You may not upload a Beat to the Site unless you (individually or jointly with another) own the copyright in the sound recording and the underlying composition. Beats containing samples or performances (in whole or part) of the copyrighted works of others (including other Poesies, Beats, or Poesybeats on the Site) are not permitted.
  • The only type of file you may upload to the Poesybeat database is an mp3 or m4a file containing a Poesybeat (refer to definition at the beginning of this Agreement). You may not upload a Poesybeat to the Site unless you (individually or jointly with another) own the copyright in the sound recording and any Poesies and/or Beats from which the Poesybeat is derived (or a license to use such Poesies and/or Beats). Poesybeats containing samples or performances (in whole or part) of the copyrighted works of others (including other Poesybeats on the Site) are not permitted, except to the extent that they are derivative works of Poesies and/or Beats downloaded from the Site under the Poesy License and/or Beat License (or you have express written permission from the copyright owner). You must credit each Poesy and/or Beat used in creating your Poesybeat by checking the appropriate boxes on the upload screen.
  • If you download a Poesy or Beat from the respective database, you will only use that Poesy or Beat for your own personal, non-commercial use or to create a Poesybeat, which you may only: (1) use for your own personal, non-commercial use; and/or (2) upload to the Poesybeat database. In the event that you desire to use the resulting Poesybeat for any other purpose, you may only do so after receiving written consent from the member who uploaded the Poesy or Beat, and you may only contact that member for consent if he or she has provided contact information (e.g., an email address) on his or her member profile page.
  • If you download a Poesybeat from the Poesybeat database, you will only use that Poesybeat for your own personal, non-commercial use.

The Poesybeat Licenses (Licensing of Poesies, Beats, or Poesybeats to Other Members)

The Poesy License, Beat License, and Poesybeat License are each provided to all members for use in the Poesybeat Workshop free of charge on an as is basis with no warranties or representations regarding their suitability or fitness for a particular purpose. You are solely responsible for determining whether they sufficiently protect your interests in any Poesy, Beat, or Poesybeat that you upload. If for any reason you feel that you do not wish to license your Poesies, Beats, or Poesybeats under the Poesy License, Beat License, or Poesybeat License (as applicable), do not participate in the Poesybeat Workshop and/or do not upload any Poesies, Beats, or Poesybeats to the Site. The Poesy License, Beat License, and Poesybeat License are each a contract between the member who uploads a Poesy, Beat, or Poesybeat and any member who downloads that Poesy, Beat, or Poesybeat. PAI is not a party to that contract and only you can enforce your rights under the contract against any member who downloads a Poesy, Beat, or Poesyeat that you have uploaded to the Site.

These Licenses are revocable on a prospective basis only, which means that by removing a Poesy, Beat, or Poesybeat from the Site, you revoke the license of other members to download your Poesy, Beat, or Poesybeat for personal, non-commercial use or to use your Poesy or Beat to create a Poesybeat (see the next section regarding File Removal). However, members who have already downloaded your Poesy, Beat, or Poesybeat may still possess your Poesy, Beat, or Poesybeat for personal entertainment and may upload Poesybeats that use your Poesy or Beat. Nevertheless, if this occurs, you may send a request to PAI, and PAI may, in its sole discretion, remove the Poesybeat in question. Your failure to notify PAI shall constitute your consent to the posting on the Site of the Poesybeat in question.

To review the Poesy License, click here. To review the Beat License, click here. To review the Poesybeat License, click here.

File Removal

To remove a file from the Poesybeat Workshop, go to your Member Profile and select "View My Uploads." There you will see all Poesies, Beats and Poesybeats that you have uploaded. Click on "EDIT" next to the file you wish to remove. Uncheck the checkbox marked "Active" and click "Update." The file will change to inactive status, which means that other members of the Poesybeat Workshop will not be able to view that file. If you ever wish to reactivate the file, simply follow the same steps but select the box marked "Active."

Featured Poesybeats in the Poesybeat Gallery

The Poesybeat Gallery is an online publication that, among other things, features the best Poesybeats (and sometimes Poesies and/or Beats) from the Poesybeat Workshop during recent weeks or months. You hereby grant to PAI a perpetual, world-wide, royalty-free license to include in the Poesybeat Gallery (or any other portion of the Site open to the general public) any Poesy, Beat, or Poesybeat that you upload to the Poesybeat Workshop, and any Poesybeat uploaded by any member containing, in whole or part, a Poesy or Beat that you uploaded, including any compilation album of poesies, beats, and/or poesybeats made available for free download on the Site. Notwithstanding the foregoing, PAI may in its discretion attempt to contact you at your registered email address to notify you in advance that your work will be included in the Poesybeat Gallery, and in some cases to request additional information.

If you do not wish for a particular Poesy, Beat, or Poesybeat that you create to be included in the Poesybeat Gallery (or any other portion of the Site open to the general public), you should not participate in the Poesbyeat Workshop.

In addition, Poesybeats submitted by other members may have been created using a Poesy or Beat that you uploaded. The terms of this Agreement require each member to credit the Poesy or Beat title of each Poesy or Beat used in the creation of any Poesybeat that he or she uploads. Nevertheless, PAI cannot guarantee that each member does so, or does so accurately. Therefore, solely to the extent that another member identifies your Poesy or Beat as part of a Poesybeat, prior to including that Poesybeat in the Poesybeat Gallery, PAI may in its sole discretion attempt to contact you at your registered email address to confirm that your work is in fact present in the other member's Poesybeat and may provide you with an opportunity to object to its inclusion in the Poesybeat Gallery and provide additional information. Once a Poesybeat is included in the Poesybeat Gallery, if you thereafter discover that it includes your Poesy or Beat and would like the Poesybeat removed, you may contact PAI and indicate the name of the Poesybeat, your name, member name, email, the name of the Poesy or Beat, and the fact that you would like the Poesybeat removed from the Poesybeat Gallery. However, PAI will remove any Poesy, Beat or Poesybeat from the Poesybeat Gallery or any other portion of the Site solely at its own discretion (even if you remove your Poesy, Beat, or Poesybeat from the Poesybeat Workshop). If you wish to avoid the possibility that your work might appear in the Poesybeat Gallery or on any other portion of the Site open to the general public, you should not participate in the Poesybeat Workshop. In addition, PAI may use widgets or other devices to permit individuals to listen to or download Poesies, Beats, and/or Poesybeats on or from the Site. If you wish to avoid the possibility that your work might be available through a widget or other device as part of PAI's promotion of the Site, you should not participate in the Poesbyeat Workshop.

Termination of Membership

You may terminate your member registration at any time by editing your member profile and clicking the Terminate Membership button. Doing so will remove all Poesy, Beat, and Poesybeat files that you have uploaded to the site. However, it will not remove any Poesybeat files created and uploaded by other members which utilize any of your Poesy or Beat files in their creation. You may request that those Poesybeat files be removed from the Site in accordance with the rules described above. Under no circumstances shall PAI be responsible for any failure to remove any file containing your Poesy, Beat, or Poesybeat.

 

Limitation of Liability, Disclaimers, Waivers,

indemnification, and remedies

Limitation of Liability, Disclaimers, Waivers and Remedies

PAI is a not-for-profit corporation providing a free service to you and other members of the public for the purpose of advancement of the arts. PAI operates on essentially no budget through the willingness of its volunteers to provide time and resources to the operation of the Site. As a result, you must agree to the following terms as a condition of accessing and using the Site.

You acknowledge and agree that your use of the Site and downloading of any files contained on the Site is at your own risk. The Site, including all content and files, is provided "As Is" without warranty by PAI. PAI hereby disclaims all warrantees of any kind, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. Further, PAI hereby disclaims any warranty of non-infringement. PAI makes no representation or guarantee regarding the Site, including any content or files on the Site, related to accuracy, freedom from defect, function, performance or any other feature, including but not limited to any portion of the Site or any downloaded files functioning properly on your computer equipment or the continued availability of any portion of the site in whole or in part.

YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL PAI BE LIABLE, NOR WILL YOU ASSERT ANY CLAIM AGAINST PAI OR SUBPOENA PAI IN ANY CLAIM AGAINST ANY PARTY, FOR LOSS OR DAMAGE (whether direct, indirect, special, consequential, punitive or otherwise) RESULTING FROM YOUR USE OF THE SITE or inability to access or use the site, INCLUDING BUT NOT LIMITED TO ANY UPLOADING OR DOWNLOADING OF CONTENT OR FILES TO OR FROM THE SITE, DAMAGE TO ANY ELECTRONIC EQUIPMENT, or inability to participate or complete participation in the workshop or any other section of the site. yOU FURTHER ACKNOWLEDGE THAT BY UPLOADING ANY CONTENT OR FILES TO THE SITE THERE IS A RISK THAT another USER OF THE SITE COULD ENGAGE IN COPYRIGHT OR OTHER INFRINGEMENT of your work. yOU HEREBY AGREE THAT UNDER NO CIRCUMSTANCES SHALL PAI BE LIABLE, NOR WILL YOU ASSERT ANY CLAIM AGAINST PAI OR SUBPOENA PAI IN ANY CLAIM AGAINST ANY PARTY, FOR ANY ACT OF INFRINGEMENT (COPYRIGHT OR OTHERWISE) BY ANY THIRD PARTY. From time to time, links to third-party websites which are not affiliated with PAI or the Site may be available on the Site. You agree that PAI is not responsible for the availability, operation, or content of these websites, nor is PAI in any manner liable to you for loss or damage resulting, directly or indirectly, from your use of such websites.

IN THE EVENT THAT YOU become a member with access to THE POESYBEAT WORKSHOP, you acknowledge that you have read and understand the terms of the poesy license and beat license which are used by all members to license their poesies or beats to other members for use in creating poesybeats AND YOU HAVE READ AND UNDERSTAND THE TERMS OF THE POESYBEAT LICENSE . YOU ACKNOWLEDGE YOUR UNDERSTANDING THAT The poesybeat concept, in particular its collaborative nature, creates the risk that others to whom you license your Poesies or Beats under the poesy license or beat license (as applicable) for the creation of Poesybeats may violate the terms of that license. IN ADDITION, YOU acknowledge that files downloaded from the site can pass into the hands of third parties who may violate your intellectual property or other rights in those files. You acknowledge that you understand these risks and are willing to accept these risks in order to participate in Poesybeat Workshop. YOU HEREBY AGREE THAT UNDER NO CIRCUMSTANCES SHALL BE PAI BE LIABLE, NOR WILL YOU ASSERT ANY CLAIM AGAINST PAI OR SUBPOENA PAI IN ANY CLAIM AGAINST ANY PARTY, FOR ANY ACT OF INFRINGEMENT (COPYRIGHT OR OTHERWISE) BY ANY THIRD PARTY with respect to your participation in the poesybeat workshop. you agree that all limitations of liability, disclaimers, and waivers that apply generally to your use of the site shall also apply to your use of the poesbeat workshop.

IN THE EVENT THAT ANY OF THE FOREGOING disclaimers or waivers are unenforceable under applicable law, then you agree that your sole remedy against pai is to cancel your membership and cease to use the site. you further agree that in no event shall pai's liability to you for any and all claims (CONTRACT, TORT, OR OTHERWISE) exceed the fees paid by you to pai for use of the site. Any action under this Agreement must be commenced within one (1) year after such cause of action occurs.

For purposes of the foregoing limitations of liability, disclaimers, waivers, and remedies, the term Pai includes pai's directors, officers, employees, and volunteers.

Indemnification and Remedies

As a condition of accessing, using, downloading files from, or uploading text, content, or files to the Site, you agree to indemnify PAI (including its directors, officers, employees, and volunteers) and hold them harmless from any and all claims, losses, judgments and expenses, including but not limited to attorney's fees and court costs, arising from such access, use, downloading and/or uploading, whether or not a breach of this Agreement. You agree to indemnify PAI (including its directors, officers, employees, and volunteers) for your infringement of any third party's intellectual property or other rights, including but not limited to copyright, trademark, trade secret, patent, or other proprietary rights. You agree to fully reimburse PAI (and, if applicable, its directors, officers, employees, and volunteers) upon demand for any and all claims, losses, judgments and expenses described above. You agree that any access, use, downloading, or uploading with respect to the Site in breach of this Agreement would result in irreparable injury to PAI (including its directors, officers, employees, and volunteers) and its licensors and that money damages would be inadequate such that PAI may, in addition to any other remedies available at law and equity, including money damages, shall be entitled to immediate injunctive relief against you, without limitation of any other remedies and/or damages that may be available at law or equity.


Digital Millennium Copyright Act
(NOTICE OF ALLEGED INFRINGEMENT)

PAI takes copyright infringement very seriously. This Site is intended to allow spoken word artists and musicians to collaborate in a manner that preserves their copyrights. It is strictly forbidden to use this Site to infringe the copyrights of others. PAI reserves the right to terminate the membership and access privileges of any other individual who uses the Site to violate the copyrights or other proprietary rights of others.

PAI does not screen the content of files uploaded to the site (though it reserves the right to do so). PAI will respond appropriately to any notice of alleged copyright infringement which complies with the Digital Millennium Copyright Act ("DMCA") (visit the U.S. Copyright Office Web Site, http://www.copyright.gov, to find the text of this Act) or other applicable law. PAI reserves the right to remove or disable access to files, information, or other data that is the subject of a claim of infringement. In such event, PAI will use its best efforts to notify the individual responsible for the alleged infringement to permit him or her to file a counter notification (see sections 512(g)(2) and (3) of the DMCA). Repeat infringers shall have their right to access the Site terminated.

How to File a Notice of Infringement

You may file a notice of infringement by U.S. mail at the address provided below. The notice must contain all of the information described below:

       Identify the copyrighted work that you claim is being infringed (e.g., My poem entitled "The Greatest Poem Ever" is being infringed upon).

       Identify the file or other material that you claim is infringing upon your copyrighted work and how it is infringing (e.g., the Poesybeat entitled "Into the Night," ID#421, contains my poem, but I never uploaded "The Greatest Poem Ever" as a Poesy. Whomever created that Poesybeat just read my poem right out of my book).

       Include the following statement: "I believe, in good faith, that the copyrighted information or work described above has been used in a manner that violates my copyrights in that information or work."

       Provide your mailing address and phone number (and email address if available).

       If the allegedly infringing work is not a Poesy, Beat or Poesybeat with a unique ID# listed in the Workshop database, please provide any information possible to assist PAI in identifying the alleged infringer.

       Include the following statement above your signature: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

       You must sign and date the notice.

Send the notice to:

Poesybeat Arts Initiative
P.O. Box 1371
Deerfield IL 60015-1371
USA

Although it is not necessary, you also have the right to provide notice to PAI's registered agent: click here.

Warning: You will be liable for damages, costs and attorneys' fees if by submitting the notice you materially misrepresent that anything on the Site is infringing your copyrights. You are advised to seek the advice of an attorney before filing a notice.

 

How to File a Counter Notification:

If material that you uploaded is the subject of a notice of infringement (described above), you may file a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA, in which case PAI will reinstate the removed material.

You may file a counter notification by U.S. mail at the address provided below. The counter notification must contain all of the information described below:

       Identify the file or other material that was removed as a result of the notice of infringement (e.g., My poesybeat entitled "Really Great Poesybeat" was removed based upon a notice of infringement).

       Provide your mailing address and phone number (and email address if available).

       Include the following statement: "I consent to the jurisdiction of the Federal District Court for the district in which my address is located, and I will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person." If you live outside of the United States, change the foregoing statement to indicate that you consent to the jurisdiction of the Federal District Court in Cook County, Illinois.

       Also include the following statement above your signature: "I swear, under penalty of perjury, that I have a good faith belief that the material identified above, which was removed based upon a notice of infringement, does not infringe upon the copyright of another."

       You must sign and date the notice.

Send the counter notification to:

Poesybeat Arts Initiative
P.O. Box 1371
Deerfield IL 60015-1371
USA

Although it is not necessary, you also have the right to provide notice to PAI's registered agent: click here.

Warning: You will be liable for damages, costs and attorneys' fees if by submitting the counter notification you materially misrepresent that the material in question is not infringing upon the copyright of another. You are advised to seek the advice of an attorney before filing a counter notification.

PRIVACY POLICY

PAI is committed to maintaining the privacy of those who visit the Site. PAI only solicits your personal information when you register as a member, in which case you are asked to provide your name and email address. This information is required due to the unique collaborative nature of the Poesybeat Workshop. Except in the event of a legal dispute or if required by law, PAI will not disclose your registration information (name and email address) to any third party, including other members of the Poesybeat Workshop. This information is protected by your member password, which you are fully responsible for protecting from disclosure to others. PAI does not knowingly solicit personal information from individuals under 18 (the site is intended for adults, but is open to individuals under 18 whose parent or guardian agrees on their behalf to the terms of this Agreement).

Any other information you upload to the Site, including but not limited to using your name as your member ID, providing your name or any other personal information on any file upload screen or on your member profile page, or providing your name or any other personal information on any other portion of the Site, is viewable by other visitors to the Site and is not confidential. PAI is not responsible for any disclosure by you of your personal information provided outside of the member registration process. If you register as a member of the Workshop, the Site sends a "cookie" to your computer so that your login information can be remembered on subsequent visits to the Site.

MISCELLANEOUS PROVISIONS

Amendment

PAI reserves the right to modify the Site at any time and/or to modify the terms of this Agreement at any time, without liability to you or any other party. This Agreement may not be modified except by posting of an amended version of this Agreement by PAI at http://poesybeat.org/terms_general.php.

Term and Termination

This Agreement shall continue indefinitely, subject to PAI's right to terminate this Agreement if it is determined, in PAI's sole discretion, that you have breached any term of this Agreement or for any other reason as determined by PAI in its sole discretion. Provisions of this Agreement relating to use rights, intellectual property and other rights, representations, warranties, indemnification, disclaimers, and remedies shall survive termination of this Agreement.

No Waiver of Rights

Either party's failure to exercise any right described in this Agreement shall not constitute a waiver or forfeiture of such right.

Severability

If any provision, in whole or part, is held invalid or unenforceable, then such provision shall be modified to the minimum extent necessary to make it enforceable or, if not possible, shall be removed and the remainder of this Agreement shall remain in full force and effect.

Governing Law

This Agreement shall be governed by Illinois law (without regard to its choice of law principles). You agree that the parties shall attempt to resolve any dispute arising from this Agreement or otherwise relating to your use of the Site by good-faith negotiation. In the even that such negotiations are unavailing, the parties agree that the state and federal courts in Cook County, Illinois shall have exclusive jurisdiction over such dispute, and the parties hereby consent to personal jurisdiction in such courts in connection with any such dispute.