ACCEPTANCE OF TERMS AND CONDITIONS These Terms of Service (the "Terms" or "Agreement") govern the terms and conditions that apply to the use and participation of the Clout website ( www.clout.com), mobile applications, microsites, software and services, including any white-labeled Clout-developed applications (collectively, the "Clout System"), and any information, text, graphics, or other materials uploaded, downloaded or appearing on the Clout System (the "Content"). In these Terms, "End User" or "you" means any person using the Clout System, whether by browsing the Clout website or mobile apps, participating in the Clout Referral Program, or using the Clout System as a Merchant or a Sales Agent (see below), or participating in any other activities available through the Clout System. The term "Clout", "we", "us", or "our" refers to City Drinker Inc. doing business as Clout.
READ THIS AGREEMENT CAREFULLY. BY USING THIS WEBSITE OR APPLICATION (OTHER THAN TO READ THIS AGREEMENT FOR THE FIRST TIME), BY DOWNLOADING THE CLOUT APPLICATION, OR, OTHERWISE USING THE CLOUT SYSTEM, YOU ARE ENTERING INTO THIS AGREEMENT WITH CLOUT AND AGREE TO COMPLY WITH ALL OF THE TERMS HEREOF. THIS IS A LEGALLY BINDING AGREEMENT.
If you do not agree to these terms and conditions, you may not use this website, download or use the Clout application, or otherwise use the Clout System in any way. Void where prohibited. Privacy
As a condition of your use of the Clout System, you agree, represent and warrant to Clout that: (i) you are of a legal age and possess the authority to create a binding legal obligation; (ii) your use of the Clout System is not prohibited by law; (iii) you will not post false, inaccurate, misleading, defamatory, or libelous content; (iv) you will not transmit any worms or viruses or any code of a destructive nature, otherwise take any action that may damage the Clout System; (v) your use of the Clout System will at all times comply with the terms of this Agreement; (vi) you will not attempt to, or actually access data not intended for you, such as logging into a server or an account which you are not authorized to access; (vii) you will not attempt to scan, or test the security or configuration of the Clout System or to breach security or authentication measures without proper authorization; (viii) you will not tamper or interfere with the proper functioning of any part, page or area of the Clout System or any and all functions and services provided by Clout; (ix) you will not attempt to interfere with service to any End User in any manner, including, without limitation, by means of submitting a virus to the Clout System, or attempts at overloading, "flooding", "spamming", "mail bombing" or "crashing" the Clout System; (x) you will not use the Clout System to compete, directly or indirectly with Clout; (xi) you will not resell or repurpose your access to the Clout System; (xii) you will not use the Clout System or any of its resources to solicit End Users, Merchants, Sales Agents or other partners of Clout to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Clout, including without limitation, aggregating current or previously offered deals; (xiii) you will not use any End User's information from the Clout System for any commercial purpose, including, but not limited to, marketing, without our express written permission; (xiv) you will not access, monitor or copy any content or information from the Clout System using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (xv) you will not violate the restrictions in any robot exclusion headers on the Clout System or bypassing or circumventing other measures employed to prevent or limit access to the Clout System; (xvi) you will not aggregate any information from the Clout System (whether using links or other technical means or physical records associated with purchases made through the Clout System) with material from other sites or on a secondary site without our express written permission; (xvii) you will not act illegally or maliciously against the business interests or reputation of Clout, our Merchants, Sales Agents or End Users, or our services; and (xviii) you will not hyperlink to the Clout System from any other website without our initial and ongoing consent.
Clout Referral Program
Under our referral program ("Clout Referral Program"), you may be eligible to earn Clout Cash (once available) if you refer a natural person who is not a current Clout Member ("New User') by sending them your unique personal referral link ("Referral Link"), provided to you via the Clout System. If the New User becomes a Clout Member by completing the Enrollment Process (see below) using your Referral Link, such Clout Member will become part of your network ("Referral Network") unless that New User has been previously referred by a VIP Member (see below). Each Clout Member in your Referral Network will increase your ability to earn Clout Cash once available. Clout may provide various tools to help you disseminate your Referral Link (the "Referral Tools"). You may also share your unique link via email and social media.
Clout reserves the right at any time to modify or discontinue the Clout Referral Program either temporarily or permanently (or any part thereof) with or without notice. Clout will not be liable to you in the event of any modification, suspension or discontinuance of the Clout Referral Program. Enrollment Process
In order to receive the full benefits of the Clout System, including participating in the Clout Referral Program, an End User must register to become a member of the Clout System ("Clout Member") by completing the enrollment process (the "Enrollment Process") which includes providing us all information that we require, including an actual email address owned and operated by such End User, and receiving a Clout member account ("Clout Account"). All the information you provide during the Enrollment Process must be true, accurate, current and complete.
In addition to agreeing to the other terms of this Agreement, if you become a Clout Member, you agree, represent and warrant that: (i) you will register for only one Clout Account that you are solely responsible for managing; (ii) you will not use the Referral Tools to "spam" people or invite people who you do not know; (iii) you will safeguard your password and supervise the use of your Clout Account, and understand and agree that you are responsible for your own use and the use of your Clout Account by anyone you allow to access it; (iv) your Clout Account is non-transferrable and may not be sold, combined or otherwise shared with any other person, without the prior written consent of Clout; and (v) you will not submit any purposely inaccurate information, committing fraud or falsifying information in connection with your Clout Account or in order to create multiple Clout Accounts.
Clout reserves the right to suspend or terminate your registration and/or your Clout Account, or your access to the Clout System, in the event that you breach any term of this Agreement.
The creation of any additional Clout Account(s) shall be considered a violation of this Agreement. Any violations may result in fees and penalties to rectify such resulting fraudulent use, as well as the immediate termination of your Clout Account(s). Any such fees, penalties, and/or termination shall be at Clout's sole and absolute discretion. By registering for Clout, you hereby agree to all fees and penalties that may be applied to your Account in the event Clout deems your use of the Clout System as a violation of this Agreement, or in any way against the intended purpose or interest of the Clout System. In the event that Clout determines that such violations cannot be rectified by fees and penalties, or in the event you attempt to register additional Clout Account(s) once your Clout Account has been terminated or suspended, Clout shall be entitled to collect treble damages associated with each violation. You agree to said liquidated damages and shall not contest such figure in any arbitration proceeding. You understand and agree that Clout may so choose to employ a collection agency or other business in an effort to collect any outstanding debts or fees associated with your Clout Account, and you will not contest the use of a third party to collect the fees owed to Clout.
You agree that you will be responsible for any legal, court, arbitration or collection agency fees associated with rectifying your Clout Account and all monies owed thereunder. You agree that Clout, or any agency or business employed by Clout, has the right to contact you and your heirs via telephone, email or in-person using the information you provided upon registration or during any contact with Clout, in an effort to collect any monies and fees owed, whether specifically referenced in this Section or not, and such contact may be made in a manual or automated fashion. VIP Member
A Clout VIP member ("VIP Member") is a Clout Member who has received a special designation by us. For more information, please contact support [at] clout.com Merchant
As a Clout Member, you can apply to become a Clout merchant ("Merchant") by creating a business listing and by submitting your application on the Clout website. Once approved, you will have the benefit of accepting payments, advertising and offering promotions via the Clout System, once such features are made available. Sales Agent
As a Clout Member, you can apply to become a Clout sales agent ("Sales Agent") by submitting your application on the Clout website. Once approved, you will have the benefit of earning commissions on Merchants who open Merchant accounts via the Clout System, once such feature is made available.
Use of the Clout System is limited to End Users who are at least 18 years old and is not directed to End Users under the age of 13. If you are 13 or more, but not yet 18, you may use the Clout System if your parent or legal guardian agrees to this Agreement on your behalf. If you are under the age of 13, you are not permitted to use the Clout System, provide personal information to Clout or register as a Clout Member.
Proprietary Materials and Ownership
Everything located on or in the Clout System is the exclusive property of Clout or is being used with permission. Without limitation of the foregoing, all the text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on the Clout System other than Content provided by End Users (collectively, the "Site Content"), and all software embodied in the Clout System or otherwise used by Clout to deliver the Clout System ("Software"), is proprietary to us or to third parties (which shall be presented upon request) and are protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by this Agreement, any use, modification, copying, redistribution, transmitting, displaying, reproducing, publishing, licensing, exploitation, creating derivative works, posting, linking, deep linking, sale, decompilation, modification, reverse engineering, translation or disassembly of the Clout System, the Software or Site Content is prohibited WITHOUT THE EXPRESS WRITTEN PERMISSION OF CLOUT IS PROHIBITED. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
The Clout logo and the mark "CLOUT" are registered or unregistered trademarks of Clout. They may not be used in connection with any service or products other than those provided by Clout, in any manner that disparages or discredits Clout or any manner that is likely to cause confusion among customers. The Clout System also features the logos, trademarks and service marks of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Clout System, will inure solely to the benefit of their respective owners.
You will not upload, post or otherwise make available on the Clout System any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Clout does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the Clout System, you warrant that the owner of such material has expressly granted Clout the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other End User to access, view, store or reproduce the material for another End User's personal use. You also grant Clout the right to use, edit, copy, publish, perform, and distribute any material that you make available on the Clout System without limitation.
License to Use the Clout System
Subject to your payment of any applicable fees, you are authorized by Clout to access, view and use the Software and the Site Content (collectively, the "Clout Property") solely to the extent required for you to use the Clout System. You may not remove any copyright, trademark or other proprietary items that have been placed on the Clout Property. Except as expressly permitted by this Agreement, you may not copy, record, modify, reproduce, distribute, transmit, display, perform, post, upload, redistribute, or otherwise exploit the Clout Property, or any portion of the Clout Property, in any way. Such actions are strictly prohibited without our prior written permission.
You represent, warrant and agree that your use of the Clout System and the Clout Property, or any portion thereof, will be consistent with the foregoing license and any covenants and restrictions set forth in this Agreement, and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Clout System, the Clout Property or your use of them, and that in using the Clout System you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Clout System.
Content on the Clout System
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Clout System and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted on via Clout System or obtained by you through the Clout System is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Clout System or endorse any opinions expressed via the Clout System. You understand that by using the Clout System, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings by other End Users that have been mislabeled or are otherwise deceptive. Under no circumstances will Clout be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Clout System or broadcast elsewhere.
Rules for Posting Content
In addition to agreeing to the other terms of this Agreement, if you submit Content via the Clout System, you agree, represent, warrant and acknowledge to Clout that:
(i) you are responsible for all Content you submit to the Clout System;
(ii) you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, non-revocable sublicense able and fully transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, perform, and otherwise exploit all or any portion of the Content in connection with the Clout System and our business, including without limitation for promoting and redistributing part or all of the Clout System (and derivative works thereof) in any media formats and through any media channels, now existing or hereafter developed;
(iii) you grant each End User a non-exclusive license to access your posted Content through the Clout System, and to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit such Content as permitted through the functionality of the Clout System and under these Terms;
(iv) no compensation will be paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Clout System;
(v) we may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media;
(vi) you will not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person other than yourself;
(vii) you will not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate;
(viii) you will not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion;
(ix) you will not copy or use personal identifying or business contact information about other End Users without their permission;
(x) unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Clout System is prohibited;
(xi) you will not interfere with other End Users' use of the Clout System, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Clout System, deleting or revising any Content posted by another person or entity, or taking any action that imposes a disproportionate burden on the infrastructure of the Clout System or that negatively affects the availability of the Clout System to others;
(xii) you agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Clout System, other products or services, advertising or marketing materials; and
(xiii) you grant us a perpetual, worldwide, non-exclusive, fully transferable, sub licensable, non-revocable, fully paid-up, royalty-free license to use the feedback you provide to us in any way.
Links to Other Websites
The Clout System may contain links to websites maintained by other parities. These links are provided solely as a convenience to you and does not imply that we endorse, sponsor, or otherwise have an opinion about the contents of such website. We have no control over of any links to third party websites on the Clout System, and are not responsible for the contents of any such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. Before proceeding with any transaction with any third party, you should make whatever investigation you feel necessary or appropriate as any transaction you do with such third party will be at your own risk.
Availability of the Clout System
Clout does not warrant that the Clout System or Clout Property will operate error-free or without downtime. You acknowledge that there may be interruptions in service that are beyond our control. While we use reasonable efforts to keep the Clout System accessible, the Clout System may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control access to the Clout System may be interrupted, suspended or terminated. Clout retains the right at our sole discretion to deny service, or access to the Clout System to anyone or an account, at any time and for any reason.
Transmission of Information
Because we do not control the security of the Internet or other networks, or any devices or equipment you use to access the Clout System or otherwise communicate with us, Clout can't be, and is not responsible for, the security of information that you choose to communicate with Clout and the Clout System while it is being transmitted. In addition, Clout is not responsible for any data lost during transmission.
You are responsible for obtaining and maintaining the computer, smartphone and other equipment you use to access the Clout System, and for paying for such equipment and any telecommunications charges. We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Clout System.
Disclaimer of Warranty
YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. NEITHER CLOUT, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE CLOUT SYSTEM OR CLOUT PROPERTY, OR (II) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE CLOUT SYSTEM OR THE CLOUT PROPERTY. THE CLOUT SYSTEM AND THE CLOUT PROPERTY AND ANY PRODUCTS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE CLOUT SYSTEM ARE MADE ACCESSIBLE OR AVAILABLE ON AN "AS IS," "WHERE IS" AND "AS AVAILABLE" BASIS. CLOUT HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE CLOUT SYSTEM AND THE CLOUT PROPERTY, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE CLOUT SYSTEM, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE. No advice or information, whether oral or written, obtained by you from Clout or through the Clout System will create any warranty not expressly stated herein.
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL CLOUT, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR RELATING TO THE CLOUT SYSTEM OR THE CLOUT PROPERTY, EVEN IF CLOUT HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Clout, its subsidiaries, affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses including attorneys' fees, arising out of or related to any use by you of the Clout System, any breach by you of any provisions of this Agreement, or any claim by any third party who suffers any injury in connection with you referring them to the Clout System. Clout reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. You agree that you will cooperate with Clout with respect to such defense and settlement.
You are solely responsible for your interactions with Merchants, Sales Agents and other End Users of the Clout System or any person that you refer to the Clout System ("Referree"). To the extent permitted under applicable laws, you hereby release Clout from any and all claims or liability related to any act, inaction or omission of any Referree, Merchant, Sales Agent or other End User of the Clout System, including, but not limited to, any conduct or speech, whether online or offline, of any Referee Merchant, Sales Agent or other End User.
You acknowledge that you are aware of the following provisions of section 1542 of the California Civil Code:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You expressly and voluntarily waive each and all claims, rights, or benefits you have or may have, whether such claims are currently known, unknown, foreseen or unforeseen, under section 1542 of the California Civil Code, or any other similar law of any other jurisdiction, to the full extent that it may lawfully waive such claims, rights and benefits in connection with this release.
Clout respects the intellectual property rights of others, and requires that the people who use the Clout System do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the address listed below: (i) Your name and contact information, including address, telephone number, and email address; (ii) A description of the copyrighted work that you claim has been infringed; (iii) A description of where the alleged infringing material is located; (iv) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (vi) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Clout 8306 Wilshire Boulevard, Suite 300 Beverly Hills, CA 90211 (888) 752-8008 admin [at] clout.com
We will make every reasonable effort to resolve any disagreements that you have with Clout. If those efforts fail, by using the Clout System you agree that any claim, dispute, or controversy arising out of, relating to, or connected in any way with this Agreement or the Clout System shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You further agree that (a) the arbitration shall be held in Los Angeles, California, or at any other location that is mutually agreed upon by you and Clout; (b) the arbiter will apply the laws of the State of Nevada consistent with the Federal Arbitration Act, and will honor and agree to all applicable statutes of limitation; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or Clout's individual claims, and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (d) with the exception of subpart (c) above, if any part of this Arbitration Section is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this Arbitration Section shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Section shall be null and void, and neither you nor Clout shall be entitled to arbitrate their dispute.
Termination, Suspension and Modifications
Clout may terminate or modify this Agreement, terminate the Clout System or modify any features or aspects of the Clout System, or modify its policies at any time, with or without notice to you. Without limiting the foregoing, Clout reserves the right to terminate or suspend your password, account and/or access to the Clout System at any time in the event Clout, in its sole discretion, considers any of your conduct to be unacceptable, or in the event you are in breach of this Agreement. If we make changes that materially affect your use of the Clout System, we will post a notice of the change on the Clout website. You are under an obligation to review the current version of this Agreement and other published Clout policies before using the Clout SustemAny provision that by its nature requires survival in order to be effective shall survive the termination or expiration of this Agreement. If you want to terminate this Agreement with Clout, you may do so by closing your Clout Account by sending an email to support [at] clout.com with your request to delete your account with the following information: (i) your login ID email address; (ii) your name. Because email may be forged, you may be asked to log into the Clout System to a special address, and reply with a verification code to verify that you are indeed the account owner.
In no event shall Clout be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Clout's reasonable control.
Third Party Beneficiaries
The provisions of this Agreement apply equally to and are for the benefit of Clout, its subsidiaries, its affiliates, and third party content providers and licensors, and each of them shall have the right to assert and enforce such provisions of this Agreement directly or on its own behalf to protect its interests.
No delay or omission by Clout in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Clout of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement and elsewhere in the Clout System, "including" means "including but not limited to" and the term "partner" is used solely to denote another entity with whom Clout has a sponsorship or similar contractual arrangement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement of the parties regarding its subject matter, and supersedes all prior discussions, promises, agreements or representations between the parties, whether written or oral, regarding such subject matter. You shall not assign or transfer this Agreement or any right or obligation hereunder to any third party. This Agreement may be executed electronically, and your electronic assent or use of the Clout System shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a "signing" for all purposes. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. You agree to act in a way that complies with the letter and spirit of this Agreement, and you understand that failure to do so can result in your immediate deletion of your Clout Account.
Choice of Law
Any disputes arising out of or related to this Agreement and/or the Clout System shall be governed by the laws of the State of Nevada, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision in the Arbitration Section shall be governed by the Federal Arbitration Act.