Terms Of Service
TERMS OF USE “SERVICE AGREEMENT”

THIS SERVICES PROVIDED WITHIN THIS WEBSITE ARE CONTROLLED BY THIS LEGAL DOCUMENT WHICH DETAILS YOUR RIGHTS AND OBLIGATIONS IN THIS AGREEMENT “SERVICE AGREEMENT”. THIS WEBSITE IS HEREBY PROVIDED TO YOU BY EITHER YOUR PROCESSING VENDOR, CREDIT CARD PROCESSOR, BANK, QUALIFIED SECURITY ASSESSOR (QSA), OR OTHER VENDOR FOR SUCH SERVICES (HEREAFTER “SERVICE PROVIDER”).  BY VISITING THIS WEBSITE YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT. IF YOU DO NOT AGREE, PLEASE DO NOT USE OR ACCESS OUR WEBSITE. THE PCI WEBSITE AND RELATED SERVICES ARE OFFERED TO YOU CONDITIONED UPON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THESE TERMS OF SERVICE. FROM TIME TO TIME, IT MAY BE NECESSARY FOR PROVIDER TO UPDATE OR REVISE CERTAIN PROVISIONS OF THE TERMS OF THIS SERVICE AGREEMENT. BY USING THIS WEBSITE OR BY ACCEPTING THIS SERVICE AGREEMENT VIA USE OF THE WEBSITE, YOU AGREE THAT THE TERMS OF THIS SERVICE AGREEMENT MAY CHANGE WITHOUT SPECIFIC NOTICE TO YOU. IF YOU DON'T AGREE TO THE CHANGES PROPOSED OR AS DEFINED ON THE WEBSITE, OR TO ANY TERMS IN THIS SERVICE AGREEMENT, YOUR ONLY REMEDY IS TO CANCEL YOUR USE OF THE SERVICES OFFERED UNDER THIS SERVICE AGREEMENT.

1. DESCRIPTION OF SERVICE
THIS WEBSITE AND ASSOCIATED WEB PAGES OPERATES FOR PURPOSES OF THESE TERMS OF THIS SERVICE AGREEMENT, WILL BE REFERRED TO AS THE 'PCI WEBSITE(S)'. THIS SERVICE (THE 'SERVICE') OFFERS YOU ACCESS TO THE PCI WEBSITES, WHICH PROVIDES YOU ACCESS TO A COLLECTION OF RESOURCES, INCLUDING, BUT NOT LIMITED TO, SERVICES TO ALLOW YOU TO ADDRESS PCI ISSUES, OTHER RELATED GOODS, OTHER RELATED SERVICES, SOFTWARE PROGRAMS, AND DOWNLOADABLE SERVICES. THE SERVICE OFFERS YOU ACCESS IN EXCHANGE FOR YOUR AGREEMENT TO ACCEPT AND COMPLY WITH THE TERMS, CONDITIONS, POLICIES AND NOTICES STATED HERE AND AS MAY BE MODIFIED FROM TIME-TO-TIME WITHOUT NOTICE TO YOU. NOTWITHSTANDING THE FOREGOING, PROVIDER RESERVES THE RIGHT TO REJECT ANY REGISTRATION FOR SERVICE FOR ANY REASON. UNLESS EXPLICITLY STATED OTHERWISE, ANY NEW FEATURES OR PRODUCTS THAT CHANGE, AUGMENT OR ENHANCE THE CURRENT SERVICE SHALL BE SUBJECT TO THIS SERVICE AGREEMENT. THE SERVICES ARE DESIGNED AND PROVIDED TO YOU ONLY FOR USE AS A TOOL TO HELP YOU COMPLETE YOUR PCI DSS COMPLIANCE PROCESS. AS SUCH, YOU UNDERSTAND AND AGREE THAT (I) ANY INFORMATION OBTAINED FROM THE SERVICES MAY NOT ACCURATELY DEFINE ALL YOUR REQUIREMENTS TO MEET FULL PCI DSS COMPLIANCE (EVEN WITH A “COMPLIANT” STATUS AS RECORDED ON THE SITE IT IS UNDERSTOOD THAT ADDITIONAL STEPS MAY BE NECESSARY FOR YOUR SPECIFIC BUSINESS ENTITY TYPE TO REACH FULL PCI DSS COMPLIANCE, (II) THAT THE SERVICE OUTPUTS ARE ONLY AS GOOD AS THE INFORMATION ENTERED INTO THE WEBSITE FOR SERVICES, (III) THAT THE SERVICES ARE LIMITED TO THE SELF-ASSESSMENT QUESTIONNAIRE (SAQ) AND THE I/P SCAN, AGAIN, THESE SERVICES MAY NOT BE ALL INCLUSIVE OF ALL THE REQUIRED STEPS YOU MUST TAKE TO MEET FULL PCI DSS COMPLIANCE FOR YOUR BUSINESS, AND (V) YOU IS SOLELY RESPONSIBLE AND LIABLE FOR USE OF THE SERVICES AND THE INFORMATION OBTAINS BY YOUR USE OF THE SERVICES. YOU FURTHER UNDERSTANDS AND AGREE THAT THE SERVICES AND THE FEATURES AND FUNCTIONALITY OF INDIVIDUAL MODULES FOR THE SERVICES, ARE SUBJECT TO CHANGE.

2. GENERAL USE OF THE PCI WEBSITE
YOU PROMISE THAT YOU WILL NOT USE THE PCI WEBSITE OR THE SERVICE IN WHOLE OR IN PART, FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS SERVICE AGREEMENT. YOU AGREE THAT YOU WILL NOT MODIFY, COPY, DISTRIBUTE, TRANSMIT, DISPLAY, PERFORM, REPRODUCE, PUBLISH, LICENSE, CREATE DERIVATIVE WORKS FROM, FRAME IN ANOTHER WEB PAGE, USE ON ANY OTHER WEBSITE, TRANSFER, OR SELL ANY INFORMATION, SOFTWARE, LISTS OF USERS, DATABASES OR OTHER LISTS, PRODUCTS OR SERVICES PROVIDED THROUGH OR OBTAINED FROM THE PCI WEBSITE. THIS MEANS, AMONG OTHER ACTIVITIES, THAT YOU AGREE NOT TO ENGAGE IN THE PRACTICES OF SCREEN SCRAPING, DATABASE SCRAPING, OR ANY OTHER ACTIVITY WITH THE PURPOSE OF OBTAINING LISTS OF USERS OR OTHER INFORMATION. YOU AGREE THAT YOU WILL NOT USE THE SERVICE IN ANY MANNER THAT COULD DAMAGE, DISABLE, OVERBURDEN, OR IMPAIR THE PCI WEBSITE OR INTERFERE WITH ANY OTHER PARTY'S USE AND ENJOYMENT OF THE PCI WEBSITE. YOU MAY NOT OBTAIN OR ATTEMPT TO OBTAIN ANY MATERIALS OR INFORMATION THROUGH ANY MEANS NOT INTENTIONALLY MADE AVAILABLE OR PROVIDED FOR THROUGH THE PCI WEBSITE. EXCEPT WITH THE WRITTEN PERMISSION OF THE PROVIDER, YOU AGREE THAT YOU WILL NOT ACCESS OR ATTEMPT TO ACCESS PASSWORD PROTECTED, SECURE OR NON-PUBLIC AREAS OF THE WEBSITE. UNAUTHORIZED INDIVIDUALS ATTEMPTING TO ACCESS PROHIBITED AREAS OF THE WEBSITE MAY BE SUBJECT TO PROSECUTION.


3. REGISTRATION
IN ORDER FOR YOU TO PARTICIPATE IN THE SERVICE, YOU WILL BE REQUIRED TO PROVIDE SPECIFIC INFORMATION ABOUT YOURSELF AND/OR YOUR BUSINESS. IF YOU CHOOSE TO PARTICIPATE, YOU AGREE TO PROVIDE TRUE, ACCURATE AND COMPLETE INFORMATION AND TO REFRAIN FROM IMPERSONATING OR FALSELY REPRESENTING YOUR AFFILIATION WITH ANY PERSON OR ENTITY. YOU AGREE AND ACKNOWLEDGE THAT DATA FROM THE REGISTRATION PROCESS IS USED TO SEND YOU INFORMATION ABOUT  THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OF YOUR EMAIL ADDRESS FOR UPDATES, ALERTS FOR UPCOMING COMPLIANCE STEPS REQUIRING YOUR ATTENTION, NEWSLETTERS AND/OR OTHER NECESSARY COMMUNICATIONS. FOR MORE INFORMATION, REVIEW THE PCI PRIVACY POLICY THAT IS PART OF THIS AGREEMENT.  A HYPERLINK CAN BE FOUND ON THE FOOTER OF THE WEBSITE FOR THE PRIVACY POLICY.

4. THIRD PARTY CONTENT
THE WEBSITE MAY CONTAIN CONTENT AND INFORMATION FROM THIRD PARTY PROVIDERS AND/OR LINKS TO THEIR WEBSITES ('THIRD PARTY CONTENT'). WE ARE NOT RESPONSIBLE FOR SUCH THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY LINK CONTAINED IN SUCH CONTENT, OR ANY CHANGES OR UPDATES TO SUCH CONTENT. WE ARE PROVIDING THIRD PARTY CONTENT TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF SUCH CONTENT DOES NOT IMPLY ENDORSEMENT OF SUCH CONTENT OR THE AFFILIATE OR THE PROVIDER. YOU MAY BE SUBJECT TO ADDITIONAL AND/OR DIFFERENT TERMS, CONDITIONS, AND PRIVACY POLICIES WHEN YOU USE THIRD PARTY SERVICES, CONTENT, SOFTWARE, OR SITES. PROVIDER DOES RESERVE THE RIGHT TO REMOVE CONTENT THAT DOES NOT MEET STANDARDS, HOWEVER WE ARE NOT RESPONSIBLE FOR ANY FAILURE OR DELAY IN REMOVING SUCH MATERIAL. WE ARE NOT RESPONSIBLE FOR (I) THE TERMS AND CONDITIONS OF ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY, (II) ANY INSUFFICIENCY OF OR PROBLEMS WITH ANY SUCH THIRD PARTY'S BACKGROUND, INSURANCE, CREDIT OR LICENSING, OR (III) THE QUALITY OF SERVICES PERFORMED BY ANY SUCH THIRD PARTY OR ANY OTHER LEGAL LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OF SUCH SERVICES. (IV) ANY FEE CHARGED TO YOU BY A THIRD PARTY OR YOUR PROCESSOR OR BANK FOR SERVICES PROVIDED OR NOT PROVIDED BY THE WEBSITE.  IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANY SUCH THIRD PARTY, YOU RELEASE PROVIDER (AND ITS AFFILIATES, SUPPLIERS, AGENTS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

5. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL PROVIDER’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT TO A MAXIMUM OF ONE THOUSAND DOLLARS ($1,000.00) REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE.

6. PCI COMPLIANCE SOFTWARE LICENSES
THIS WEBSITE PROVIDES YOU WITH A NON-EXCLUSIVE, NON-TRANSFERABLE, LIMITED LICENSE TO USE PROVIDER’S SOFTWARE, WHICH YOU AGREE TO USE IN ACCORDANCE WITH THIS SERVICE AGREEMENT. YOU MAY NOT SUB-LICENSE, OR CHARGE OTHERS TO USE OR ACCESS, OUR SOFTWARE WITHOUT FIRST OBTAINING WRITTEN PERMISSION. ALL SOFTWARE IS OWNED BY PROVIDER AND/OR ITS SUPPLIERS AND IS PROTECTED TO THE MAXIMUM EXTENT PERMITTED BY COPYRIGHT LAWS AND INTERNATIONAL TREATY PROVISIONS. ANY REPRODUCTION, MODIFICATION OR REDISTRIBUTION OF THE SOFTWARE IS EXPRESSLY PROHIBITED, AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES. THE SOFTWARE, ITS STRUCTURE, SEQUENCE AND ORGANIZATION AND SOURCE CODE ARE CONSIDERED TRADE SECRETS AND ITS SUPPLIERS AND ARE PROTECTED BY TRADE SECRET LAWS. WITHOUT LIMITED THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRDUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.

7. INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS EMPLOYEES, MEMBERS, DIRECTORS, MANAGERS, OFFICERS OR AGENTS FROM AND AGAINST ANY LOSS, LIABILITY, DAMAGE, PENALTY OR EXPENSE (INCLUDING ATTORNEYS' FEES, EXPERT WITNESS FEES AND COST OF DEFENSE) THEY MAY SUFFER OR INCUR AS A RESULT OF (I) ANY FAILURE BY YOU OR ANY EMPLOYEE, AGENT OR YOU OF YOU TO COMPLY WITH THE TERMS OF THIS AGREEMENT; (II) ANY WARRANTY OR REPRESENTATION MADE BY YOU BEING FALSE OR MISLEADING; (III) ANY REPRESENTATION OR WARRANTY MADE BY YOU OR ANY EMPLOYEE OR AGENT OF YOU TO ANY THIRD PERSON OTHER THAN AS SPECIFICALLY AUTHORIZED BY THIS AGREEMENT, (IV) NEGLIGENCE OF YOU OR YOUR SUBCONTRACTORS, AGENTS OR EMPLOYEES, OR (V) ANY ALLEGED OR ACTUAL VIOLATIONS BY YOU OR YOUR SUBCONTRACTORS, EMPLOYEES OR AGENTS OF ANY GOVERNMENTAL LAWS, REGULATIONS OR RULES.

8. COPYRIGHT AND TRADEMARK NOTICES
ALL MATERIALS ON THE WEBSITE (AS WELL AS THE ORGANIZATION AND LAYOUT OF THE WEBSITE) ARE OWNED AND COPYRIGHTED OR LICENSED BY AND TO THE PROVIDER, ITS AFFILIATES OR ITS SUPPLIERS. ALL RIGHTS RESERVED. NO REPRODUCTION, DISTRIBUTION, OR TRANSMISSION OF THE COPYRIGHTED MATERIALS AT THE PCI WEBSITE IS PERMITTED WITHOUT THE WRITTEN PERMISSION OF PROVIDER. ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.

9. INTELLECTUAL PROPERTY
'INTELLECTUAL PROPERTY' MEANS ALL OF THE FOLLOWING OWNED BY A PARTY: (I) TRADEMARKS AND SERVICE MARKS (REGISTERED AND UNREGISTERED) AND TRADE NAMES, AND GOODWILL ASSOCIATED THEREWITH; (II) PATENTS, PATENTABLE INVENTIONS, COMPUTER PROGRAMS, AND SOFTWARE; (III) DATABASES; (IV) TRADE SECRETS AND THE RIGHT TO LIMIT THE USE OR DISCLOSURE THEREOF; (V) COPYRIGHTS IN ALL WORKS, INCLUDING SOFTWARE PROGRAMS; AND (VI) DOMAIN NAMES. THE RIGHTS OWNED BY A PARTY IN ITS INTELLECTUAL PROPERTY SHALL BE DEFINED, COLLECTIVELY, AS 'INTELLECTUAL PROPERTY RIGHTS.' OTHER THAN THE EXPRESS LICENSES GRANTED BY THIS AGREEMENT, PROVIDER GRANTS NO RIGHT OR LICENSE TO YOU BY IMPLICATION, ESTOPPEL OR OTHERWISE TO ANY INTELLECTUAL PROPERTY RIGHTS. PROVIDER SHALL RETAIN ALL OWNERSHIP RIGHTS, TITLE, AND INTEREST IN AND TO ITS OWN PRODUCTS AND SERVICES AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN, SUBJECT ONLY TO THE RIGHTS AND LICENSES SPECIFICALLY GRANTED HEREIN. PROVIDER (AND NOT YOU) SHALL HAVE THE SOLE RIGHT, BUT NOT THE OBLIGATION, TO PURSUE COPYRIGHT AND PATENT PROTECTION, IN ITS SOLE DISCRETION, FOR ANY INTELLECTUAL PROPERTY RIGHTS INCORPORATED THEREIN. YOU WILL COOPERATE WITH PROVIDER IN PURSUING SUCH PROTECTION, INCLUDING WITHOUT LIMITATION EXECUTING AND DELIVERING TO PROVIDER SUCH INSTRUMENTS AS MAY BE REQUIRED TO REGISTER OR PERFECT PROVIDER'S INTERESTS IN ANY INTELLECTUAL PROPERTY RIGHTS AND ANY ASSIGNMENTS THEREOF. YOU SHALL NOT REMOVE OR DESTROY ANY PROPRIETARY, CONFIDENTIALITY, TRADEMARK, SERVICE MARK, OR COPYRIGHT MARKINGS OR NOTICES PLACED UPON OR CONTAINED IN ANY MATERIALS OR DOCUMENTATION RECEIVED FROM PROVIDER IN CONNECTION WITH THIS AGREEMENT.

10. MODIFICATION
PROVIDER RESERVES THE RIGHT AT ANYTIME AND FROM TIME TO TIME TO MODIFY, DISCONTINUE, TEMPORARILY OR PERMANENTLY, THE SERVICE (OR ANY PART THEREOF) WITH OR WITHOUT NOTICE. YOU AGREE THAT PROVIDER SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICE.

11. TERMINATION AND CANCELLATION
EITHER YOU OR PROVIDER MAY TERMINATE OR CANCEL THE SERVICE AT ANY TIME. YOU UNDERSTAND AND AGREE THAT THE CANCELLATION OF YOUR ACCOUNT IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH PROVIDER. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY DISPUTE RELATED TO, OR ARISING OUT OF: (1) ANY TERM OF THIS SERVICE AGREEMENT OR PROVIDER’S ENFORCEMENT OR APPLICATION OF ANY SUCH TERM; (2) ANY POLICY OR PRACTICE OF PROVIDER, INCLUDING PROVIDER’S PRIVACY POLICY AND ANTI SPAM POLICY, OR PROVIDER’S ENFORCEMENT OR APPLICATION OF THESE POLICIES; (3) THE CONTENT AVAILABLE THROUGH PROVIDER OR ANY CHANGE IN CONTENT PROVIDED THROUGH PROVIDER; OR (4) THE AMOUNT OR TYPE OF FEES, SURCHARGES, APPLICABLE TAXES, BILLING METHODS, OR ANY CHANGE TO THE FEES, APPLICABLE TAXES, SURCHARGES OR BILLING METHODS. ALL OTHER PROVISIONS OF THIS AGREEMENT WHICH MAY REASONABLY BE CONSTRUED AS SURVIVING SUCH TERMINATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO PARAGRAPHS 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, AND 11.

12. GENERAL TERMS
IF ANY PROVISION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS NOT SO DECLARED SHALL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT, BUT SHALL BE CONSTRUED IN A MANNER SO AS TO EFFECTUATE THE INTENT OF THIS AGREEMENT AS A WHOLE, NOTWITHSTANDING SUCH STRICKEN PROVISION OR PROVISIONS. NO TERM OR PROVISION OF THIS AGREEMENT SHALL BE DEEMED WAIVED AND NO BREACH EXCUSED, UNLESS SUCH WAIVER OR CONSENT SHALL BE IN WRITING AND SIGNED BY THE PARTY CLAIMED TO HAVE WAIVED OR CONSENTED. ANY CONSENT BY ANY PARTY TO, OR WAIVER OF, A BREACH BY THE OTHER PARTY, WHETHER EXPRESS OR IMPLIED, SHALL NOT CONSTITUTE CONSENT TO, WAIVER OF, OR EXCUSE FOR ANY DIFFERENT OR SUBSEQUENT BREACH. YOU MAY NOT ASSIGN THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF PROVIDER. PROVIDER MAY ASSIGN THIS AGREEMENT IN ITS SOLE DISCRETION WITHOUT THE WRITTEN CONSENT OF YOU. THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENT REFERENCE ONLY, AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT. THIS AGREEMENT, INCLUDING ALL SCHEDULES, EXHIBITS AND ATTACHMENTS THERETO, SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN, AND SUPERSEDES ALL PRIOR AGREEMENTS, PROMISES, COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, BY ANY OFFICER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO. THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE ONLY TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER OR SHALL BE DEEMED TO CONFER UPON ANY PERSONS OR ENTITIES NOT PARTIES TO THIS AGREEMENT, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO (IRRESPECTIVE OF ITS CHOICE OF LAW PRINCIPLES). THE PARTIES HEREBY AGREE THAT ANY SUIT TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE BUSINESS RELATIONSHIP BETWEEN THE PARTIES HERETO SHALL BE BROUGHT IN FEDERAL OR STATE COURT IN COLORADO. EACH PARTY HEREBY AGREES THAT SUCH COURTS SHALL HAVE EXCLUSIVE PERSONAL JURISDICTION AND VENUE WITH RESPECT TO SUCH PARTY.  EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS. EACH PARTY HEREBY AGREES THAT SUCH COURTS SHALL HAVE EXCLUSIVE PERSONAL JURISDICTION AND VENUE WITH RESPECT TO SUCH PARTY.  EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS. SHOULD SUIT BE BROUGHT TO ENFORCE OR INTERPRET ANY PART OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES AND COSTS, INCLUDING EXPERT WITNESS FEES AND FEES ON ANY APPEAL.