Terms of Service
By accessing or using any website (including but not limited to https://www.compendia.health), mobile application, desktop application, plugin or other media platform that references or links to this user agreement (collectively, the “Site”) you hereby accept and agree to comply with the terms and conditions set forth in the following user agreement (this “Agreement”), and you (including, without limitation, each individual using the site on your behalf) shall be considered a “User”. Only persons age 18 and over may access and use the Site. This Agreement is entered into by and between you, Health Media Group, Inc., and all current and future affiliates of Health Media Group, Inc. (collectively referred to as “HMG”), and governs your access and use of the Site, your use of any proprietary platform or other technology provided on or through the Site, and any other products, services, or information available on and via the Site from time to time. By signifying your acceptance of this Agreement or by accessing or using the Site or allowing others to access or use the Site on your behalf or through the use of your usernames and passwords (“Access Methods”), you confirm that you are a natural person over the age of 18, and agree to be bound by this Agreement (which may be updated from time to time, as discussed below). To the extent any other agreement between you and HMG conflicts with the terms of this Agreement, this Agreement shall govern.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE INDICATES YOUR FULL ACCEPTANCE OF, AND AGREEMENT TO ABIDE BY, THIS AGREEMENT IN ITS THEN-CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE.
- HMG hereby grants you a fully revocable, nontransferable, nonexclusive right to use the Site for your personal, educational, reference, and self-study purposes only. The foregoing right has been granted to you subject to your agreement to abide by this Agreement as well as any other rules, procedures, policies, terms or conditions governing the Site that may be displayed from time to time on the Site or otherwise provided to you by HMG and to which Users will be bound. You may not use the Site on behalf of any other person or entity (each, a “Person”).
- You further represent, warrant, and covenant to HMG that: (i) you are authorized to enter into this Agreement and otherwise perform its obligations hereunder; (ii) all use of the Site by or through you or with your Access Methods will be in accordance with this Agreement; and (iii) you will notify HMG immediately upon becoming aware of any violation of this Agreement.
- The information accessible on and via the Site (the “Content”) is the property of HMG and/or third parties, is not the property of any User, and is protected by copyright and other intellectual property and proprietary rights. Without limiting the foregoing or expanding any of your rights hereunder, you agree that you will not publish, broadcast, retransmit, reproduce, commercially exploit, create any derivative of or otherwise disseminate or disclose to any Person such Content. You are prohibited from violating or attempting to violate the security of the Site or interfering in any manner with any security-related feature of the Site or any system resources, services or networks connected to or accessible through the Site. The material contained on the Site is believed to be accurate at the time it was posted, but, as more particularly detailed below, is provided to Users “as-is”, “where-is”, and with all faults, without any express or implied warranty.
- You shall not, directly or indirectly, during the term of this Agreement or thereafter, engage in or permit any other person or entity to engage in any of the following actions: (i) decompile, disassemble, modify, translate, or reverse engineer the Site or any Content or otherwise attempt to obtain the source code for the Site; (ii) sell, license, sublicense, rent, lease, timeshare, assign, pledge, or otherwise encumber the Site or permit any other Person to use the Site; (iii) use any name, trade mark, service mark, logo(s), or other intellectual property of HMG without HMG’s prior written consent in each instance; (iv) use the Site or any Content for any purpose other than as expressly permitted hereby; (v) use the Site or any Content to develop or assist in the development of any website, platform, software, or technology competitive with or similar to the Site (including, without limitation, including any similar ideas, features, functions or graphics); or (vi) modify, alter, tamper with, translate, repair or create derivative works based on or using the Site or any Content.
- Passwords and Security. Users may not access the Site unless each such User has received Access Methods from and is authorized by HMG. You hereby agree not to disclose your Access Methods to any other Person (including, without limitation, any other User). You will be solely responsible for ensuring the security and confidentiality of the Access Methods, and will be responsible for all activity on the Site occurring through or in connection with your Access Methods, including, without limitation, all acts or omissions of Persons using the Site through your Access Methods. You are solely responsible for ensuring that your Access Methods are known to and used only by you. You agree to notify HMG immediately of any actual or suspected loss, theft or unauthorized use of your Access Methods or any other breach of security relating to the Site. Upon receipt of such notice, HMG will terminate your Access Methods provided that you will remain responsible for any actions taken through the use of your Access Methods before they are terminated. In HMG’s sole discretion, HMG may terminate, revoke, suspend, modify, or change any or all of your Access Methods at any time with or without prior notice. You hereby release HMG from any and all liability concerning any activity taken on the Site using your Access Methods. HMG has no obligation to inquire as to the authority or propriety of any use of or action taken under your Access Methods and will not be responsible for any loss to you arising from any such use or action. HMG will take commercially reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but expressly disclaims any and all liability for the accessing of any such data or communications by unauthorized persons or entities.
- Investigation and Disclosure of Information. HMG has the right, but not the obligation, to monitor any activity and Content associated with the Site. HMG may investigate any complaint or reported violation of its policies and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspending or terminating your use of all or any portion of the Site and denying you access to all or any portion of the Site. HMG also reserves the right to report any activity that it suspects may violate any Applicable Law (hereinafter defined) to appropriate law enforcement officials, regulators, or other persons or entities. In order to cooperate with governmental requests, to protect HMG's systems and Users, to ensure the integrity and operation of the Site, business or systems, to comply with the requirements of Third Party Content Providers (hereinafter defined), or otherwise to comply with Applicable Law, HMG may access and disclose any information, including information regarding a User, it considers necessary or appropriate.
- The Site, its Content and any and all intellectual property rights pertaining thereto (including but not limited to copyrights, patents, trademarks and service marks) are owned by HMG or third parties, and all right, title and interest therein and thereto shall remain the property of HMG and/or its licensors, successors or other third parties and shall not be considered the property of any User. You agree not to remove any copyright, trademark or other proprietary notice or legend contained on the Site or its Content (or printed copies thereof). HMG and other names and indicia of HMG's products and/or services referenced herein are exclusive trademarks and service marks of HMG. Other product and company names, trademarks and service marks appearing in the Site are the intellectual property of their respective owners.
- If you choose to transmit or submit through the Site any messages, documents, information and/or data (including but not limited to ideas, suggestions, questions, feedback and/or proposals), such messages, documents, information and/or data shall be deemed irrevocably assigned to HMG and HMG’s property, HMG shall have no obligation of any kind with respect to such messages, documents, information and/or data, and HMG shall be free to use, disclose and/or distribute any such message, documents, information and/or data to others without limitation and to reproduce and use any ideas, concepts, know-how or techniques contained therein, including without limitation to use such information in HMG’s business and to develop, manufacture, market and produce products and services incorporating such ideas, concepts, know-how or techniques.
- You acknowledge and agree that, as between HMG and you, to the fullest extent permitted by Applicable Law, all right, title and interest in and to the Site, all Content, and all modifications and enhancements thereof or thereto, including, without limitation, all rights under copyright and patent and other intellectual property rights, belong to and are retained solely by HMG or HMG’s licensors and providers, as applicable. HMG reserves all rights not expressly granted under this Agreement. You are authorized to access and use the Site and related Content for personal, non-commercial, educational, reference, and self-study purposes as contemplated by this Agreement, provided that you continue to, at all times, comply in full with this Agreement.
- Termination. HMG reserves the right to reject your registration or suspend or terminate your access to and use of all or any portion of the Site at any time and for any reason, in its sole discretion. In the event your use of the Site is suspended or terminated, this Agreement will continue to apply to your past use of the Site in the form in which it then existed at the time of the subject use. Termination of your access to and use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to HMG. Without limiting the foregoing, this Section 5 (Termination), together with Sections 1 (General Provisions), 2 (Passwords and Security), 3 (Investigation and Disclosure of Information), 4 (Ownership), 7 (Indemnity), 9 (Privacy), 11 (Third Party Content), 12 (Confidentiality), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Applicable Law), 18 (Notice to HMG), 19 (No Waiver of Rights), 20 (Enforceability), and 21 (Headings) shall survive termination of this Agreement for any reason.
- Compliance. Upon each disclosure of information to HMG (including, without limitation, by uploading or providing any such information to or through the Site), you shall be deemed to represent and warrant the following to HMG with respect to such disclosure: (i) such disclosure does not include confidential information; (ii) if such disclosure includes proprietary information, such proprietary information is owned solely by you or is duly licensed to you, which license permits such disclosure and the use thereof by HMG as contemplated by this Agreement; and (iii) such disclosure, and the use thereof by HMG as contemplated hereby, does not and will not breach the terms of any agreement, duty, or obligation to which you or such disclosure is subject.
- Indemnity. You will indemnify, defend, and hold harmless HMG and all other Covered Persons (hereinafter defined) against and from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees and court costs), and damages based on, arising out of or relating to: (i) use of the Site by you or with your Access Methods; (ii) your breach of this Agreement (including, without limitation, any Third Party Terms (hereinafter defined) or any representation, warranty or covenant made by you herein); (iii) your violation of any Applicable Law or any third party's rights; (iv) your infringement of any right to any Third Party IP (hereinafter defined); or (v) your misuse of or reliance on any Content.
- From time to time, HMG may post legal notices to the Site. You shall not remove these notices, or any additional information contained along with any such notice. The Site may contain references to trademarks, copyrighted materials, technologies, products, data, processes and software and other proprietary rights of HMG, Third Party Content Providers or other Persons. Except as necessary for your access to and use of the Site for the purposes expressly permitted by this Agreement, no license to or right in any such trademarks, copyrighted materials, technologies, products, data, processes, software or other proprietary rights of HMG or any Third Party Content Provider is granted to or conferred upon you.
- HMG may modify the terms of this Agreement or any of the policies or guidelines governing the Site, at any time and in its sole discretion (including, without limitation, as required by any Third Party Content Provider), by posting the modified Agreement on the Site. HMG will not be required to provide notice of any such modification directly to you. The modifications shall be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications). You agree to review this Agreement periodically so that you are aware of any modifications. Your use of the Site indicates your full acceptance of this Agreement in its then-current form each time you use the Site. You agree that the notice and modification provisions provided in this Agreement are reasonable. You may not modify the terms of this Agreement or any of the policies or guidelines governing the Site without HMG's express prior written consent.
- HMG reserves the right, in its sole discretion, to make unscheduled deployments of updates, enhancements or such other changes to the Site at any time that HMG deems necessary or otherwise desirable, in each case to the full extent permitted by Applicable Law and without notice or liability to you.
Site Rules. You agree that while using the Site you will comply with the following rules (in addition to the other rules set forth elsewhere on the Site or in this Agreement):
- You will not violate any Applicable Law in connection with your access to or use of the Site.
- Your use of the Site and Content as permitted hereunder shall be solely for your personal non-commercial use and only for educational, research, self-study, and reference purposes in accordance with, and subject to the terms of, this Agreement.
- You will not rely on the information contained in any Content, or use such information as a substitute for professional medical judgment.
- You agree that the Site is only intended for manual use, and you will not access the Site through the use of any “bots” or other software applications that may be used to perform automated tasks or scripts, including accessing or in any way using the Site. You will not “scrape” the Site or otherwise use any data mining, robots, or similar data gathering or extraction methods in connection with the Site, and you will not use the Site in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data.
- You will not submit or transmit to, through or in connection with the Site: (i) any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, racist, or otherwise harmful or objectionable Content of any kind (including, but not limited to, any Content that depicts nudity, sexual conduct or violence); (ii) any Content that infringes upon any third party right (including, but not limited to, any copyright, trademark, right of publicity or privacy, or any other intellectual property or similar rights, as well as rights associated with any recognizable name, voice, person, or image (collectively “Third Party IP”)); (iii) any advertisements or other promotional materials or information for purposes of advertising or promoting any products or services; (iv) any virus, Trojan horse, worm, time bomb, trap door, disabling code, malware, or other computer programming device the purpose of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, otherwise harm, misdirect or impede in any manner any computer, software, hardware, firmware, system, or network; (v) any political or promotional opinions, in each case, for the purpose of promoting those opinions; (vi) any Content which may constitute or encourage conduct that is fraudulent, a criminal offense or civil wrong or otherwise violates any Applicable Law; or (vii) any Content which contains any disabling mechanism or protection feature designed to prevent its use by HMG in the manner contemplated in this Agreement, or which would otherwise render inaccessible or impair the use thereof in any manner.
- While accessing or using the Site, you will not impersonate any Person, make any false statement regarding any Person (including but not limited to, any Person’s employment, agency or affiliation with any other Person), or create false identities for any reason.
- You will not take any action that imposes (or may impose, as determined by HMG in its sole discretion) an unreasonable or disproportionately large load on any servers or other infrastructure underlying the Site, and you will not use the Site in any way that causes (or is likely to cause, as determined by HMG in its sole discretion) the Site or access to or use of it to be interrupted, interfered with, damaged or impaired in any way, including but not limited to any use of the Site that in any way interferes with or disrupts HMG’s ability to provide the Site or any User’s ability to access the Site.
- You will not (i) use the Site for timesharing or service bureau purposes or otherwise for the benefit of a third party; (ii) sell, lend, rent, resell, lease, sublicense or otherwise transfer to any third party or commercialize the Site (or any part thereof or Content therein) or any of the rights granted to you by HMG in connection therewith; (iii) access or use the Site in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas; or (iv) download or copy any Content from the Site for your own benefit or for the benefit of another Person.
- You will not use, modify, duplicate, print, transmit or distribute in any manner any Content or any other reports, research, materials, data or other information viewed, accessed or provided on the Site except as expressly permitted by this Agreement, solely for your personal, non-commercial use for educational, reference, and self-study purposes in accordance with, and subject to the terms of, this Agreement.
- You will not attempt to gain access to the Site, other Users’ accounts, or any computer systems or networks connected to the Site through hacking, password mining or any other similar means.
- You will not use any meta tags or any other “hidden text” utilizing any of HMG’s names or trademarks without HMG’s express written consent.
- You will: (i) ensure that Content you submit through the Site (including the storage or transmission thereof) comply with this Agreement and any and all Applicable Laws; (ii) promptly handle and resolve any notices and claims relating to such Content, including any notices sent to you by any Person claiming that any Content violates any Third Party IP rights and any other notices; and (iii) maintain appropriate security, protection and backup copies of such Content, which may include, your use of additional encryption technology to protect such Content from unauthorized access.
- You represent and warrant that you have the full legal right, power and authority to provide Content provided in connection with your use of the Site and to grant the rights granted by you to HMG with regard to such Content in this Agreement.
- If after you submit any Content to HMG, you receive any notice or otherwise learn in any way that any of the representations made by you in above were not accurate, complete and not misleading in all material respects or no longer are accurate, complete and not misleading in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide HMG with written notice all relevant facts regarding the same and if appropriate, remove the Content from the Site.
Third Party Content.
- In using the Site, you may have access to third-party information which may include, among other things, copyrighted or proprietary materials, articles, or studies (collectively, the “Third Party Content”), which has been independently obtained by HMG from various publishers, authors, or other third-party owners or licensees thereof (collectively, “Third Party Content Providers”). In the event of a discontinuance or termination of HMG’s access to any Third Party Content, HMG may in its sole discretion remove the applicable Third Party Content from the Site or replace any such Third Party Content with other Third Party Content. The Third Party Content is the property of the Third Party Content Providers or others and is protected by copyright. You acknowledge and agree that such Third Party Content is subject to any additional terms as may be required by any Third Party Content Provider from time to time (the “Third Party Terms”), whether or not such Third Party Terms are specified on the Site. You agree not to use the Third Party Content for any purpose other than reviewing Content through the Site for personal, non-commercial purposes in accordance herewith and, in particular, not to (i) use the Third Party Content for any commercial or unlawful purpose; or (ii) download, modify, reproduce, retransmit, disseminate, sell, lease, distribute, publish, broadcast, circulate, or commercially exploit the Third Party Content in any manner. You agree to: (a) comply with all requests by HMG or any Third Party Content Provider to protect the Third Party Content Providers’ and HMG’s respective rights in the Third Party Content; and (b) take reasonable security precautions to prevent unauthorized access to any Third Party Content and the Site. The Third Party Content Providers are third party beneficiaries under this Agreement and shall be entitled (along with HMG or alone) to enforce this Agreement by legal proceeding or otherwise for any violation hereof. Your obligations under this Section shall remain in effect after termination of this Agreement. HMG AND EACH THIRD PARTY CONTENT PROVIDER EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL SUCH THIRD PARTY CONTENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, ACCURACY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND/OR NON-INTERFERENCE.
- Confidentiality. All non-public information regarding this Agreement, the Site (including the functionality and look and feel thereof), the relationship between the parties, HMG, its affiliates, and/or their respective businesses, and/or HMG’s receipt and use of Content, is proprietary to HMG or its third party licensors (including, without limitation, the Third Party Content Providers), and, as between you and HMG, constitutes HMG’s sole property and confidential information. You will not use such information except as necessary to use the Site pursuant to this Agreement, and will not disclose such information to any third party.
- Disclaimer of Warranties. The Site is intended for educational, research, self-study, and reference purposes only. The Site and the Content is intended to substitute for the exercise of professional judgment by any User. Medical science and clinical practice is ever-changing. Users, whenever possible, are advised to confirm the Content through independent sources. The Content should not be substituted for the advice or judgement of a qualified health care professional. Do not disregard or avoid professional medical advice or delay seeking it because of Content. HMG makes no warranty that the operation of the Site will be uninterrupted or error-free or as to the accuracy, completeness, suitability, or result obtained from the use of the Site or any Content. THE SITE AND ALL CONTENT AND INFORMATION AVAILABLE ON OR VIA THE SITE (INCLUDING, WITHOUT LIMITATION, ALL THIRD PARTY CONTENT) ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR SEQUENCING OF THE SITE OR THE INFORMATION, CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR VIA THE SITE; AND (ii) ANY WARRANTIES OF TITLE OR EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
- Limitation of Liability. IN NO EVENT SHALL HMG, THE THIRD PARTY CONTENT PROVIDERS OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, PARTNERS, MEMBERS, CONSULTANTS, ADVISORS, LICENSORS, OR EMPLOYEES (COLLECTIVELY, “COVERED PERSONS”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT, PRODUCTS, SERVICES OR INFORMATION OBTAINED OR STORED IN OR FROM THE SITE, CONTENT PROVIDED PURSUANT TO THE SITE, OR TRANSACTIONS ENTERED INTO IN CONNECTION THEREWITH, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ANY COVERED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL THE LIABILITY OF ANY COVERED PERSON IN ANY CIRCUMSTANCE EXCEED $100. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THESE LIMITATIONS ALSO APPLY TO ANY THIRD PARTY CLAIMS AGAINST USERS.
- 15.1 This Agreement and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the State of Illinois applicable to agreements made and wholly performed therein. You hereby consent to the exclusive jurisdiction of the Northern District of Illinois or any Illinois State Court located in Cook County, Illinois, in all disputes arising from or relating to this Agreement or your access to or use of the Site. You hereby waive any objection to venue or inconvenient forum laid therein.
- 15.2 HMG controls and operates the Site from its headquarters in the United States of America, and HMG makes no claim that the Site may be lawfully used outside of the United States. Access to the Site or certain Content may not be legal by certain Persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction. You may not use, export, re-export, import or transfer the Site (or any portion thereof or any rights thereto granted by HMG) except as authorized by the applicable laws of the United States, the laws of the jurisdiction in which you gained access to the Site, and any other applicable law, rule, regulation, administrative, judicial, or governmental order, or legal process (including, without limitation, any requirements of securities exchanges and self-regulatory organizations, collectively, “Applicable Laws”). In particular, but without limitation, neither the Site nor any portion thereof or any rights thereto may be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By accessing and using the Site, you represent and warrant that you are not located in any such country or on any such list. HMG reserves the right to limit, in its sole discretion, the availability of the Site to any Person, geographic area, or jurisdiction, at any time.
- Assignment. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. HMG may assign this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or delegate any of your obligations hereunder. Any purported assignment of this Agreement in violation of its terms shall be void.
- Notice to HMG. Any notice to HMG that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to firstname.lastname@example.org or when delivered in person or two (2) business days after mailed by first class, registered or certified mail, postage prepaid, to Health Media Group, Inc., 222 Merchandise Mart Plaza, Suite 1230, Chicago, IL 60654, USA.
- No Waiver of Rights.. Failure of either party to enforce any of its rights under this Agreement will not act as a waiver of such rights.
- Enforceability. If any portion of any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect.
- Headings. Headings used in this Agreement are for convenience only. They do not constitute part of this Agreement.