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LAST UPDATED 09/05/2023

SCRIBBLES SOFTWARE END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (THE “TERMS”) CAREFULLY. BY ACCESSING OR USING WWW.SCRIBSOFT.COM (THE “WEBSITE”), THE SCRIBBLES’ WEB APPLICATIONS (“APP”) OR ANY OTHER WEBSITES, SERVICES, SOFTWARE, OR APPLICATIONS OF SCRIBBLES SOFTWARE, LLC (“SCRIBBLES”) THAT LINK TO THESE TERMS, OR ANY OF THE SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR APP, THE SIGNATORY (DEFINED BELOW) REPRESENTS THAT HE/ SHE HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS. 


IF THE SIGNATORY IS A PARENT, GUARDIAN OR STUDENT, BY EXPRESS ACCEPTANCE OF THESE TERMS, OR USE OF THE SERVICES, AND/ OR ACCESSING THE SERVICES IN ANY OTHER MANNER,  THE SIGNATORY, FOR AND ON BEHALF OF EACH APPLICABLE USER (SUCH AS THE STUDENT OF A PARENT) CONFIRMS AND AGREES: (I) IT PROVIDES CONSENT TO REGISTER WITH AND USE THE WEBSITE, APP AND THE SERVICES; (II) TO ABIDE BY THESE TERMS AND SCRIBBLES’S PRIVACY POLICY AND WHICH IS INCORPORATED HEREIN BY REFERENCE; (III) AND REPRESENTS THAT: (A) EACH USER IS A U.S. RESIDENT; (B) EACH USER MEETS ALL ELIGIBILITY CRITERIA SET FORTH IN THESE TERMS, INCLUDING ALL AGE AND AUTHORIZATION REQUIREMENTS SET FORTH BELOW; (C) SIGNATORY HAS THE AUTHORITY AND PERMISSION TO ENTER INTO THE TERMS ON HIS/ HER OWN BEHALF AND ON BEHALF OF EACH USER; (D) SIGNATORY IS RESPONSIBLE FOR THE USER’S USE OF SERVICES AND FOR ALL ACCOUNT-RELATED ACTIVITIES; (E) SIGNATORY’S AND/ OR USER’S USE OF SERVICES HAS NOT BEEN PREVIOUSLY SUSPENDED BY SCRIBBLES FOR MISUSE OR WRONGFUL ACTION; AND (F) SIGNATORY WILL ENSURE THE EACH APPLICABLE USER IS IN COMPLIANCE WITH ANY APPLICABLE LAWS.


IF THE SIGNATORY OR USER DOES NOT AGREE, OR DOES NOT HAVE THE REQUISITE AUTHORITY OR CONSENT TO BE BOUND BY THESE TERMS OR DOES NOT MEET ANY ELIGIBILITY CRITERIA SET FORTH BELOW, THE SIGNATORY AND ANY USER THAT HE/ SHE REPRESENTS MAY NOT ACCESS OR USE THE WEBSITE, APP, OR SERVICES IN ANY WAY.


1. DEFINITIONS
1.1 “Account” shall mean a legitimate Scribbles online account created in accordance with these Terms to use the Services through the Website and/ or the App.
1.2 “Content” means the Website, App and Services, and the Scribbles information, data, Software, computer code (including source or object code), tools, features, services, and content made available on the Website, App and Services, and all other elements of Services.
1.3 “De-Identified Data” means data with all applicable personal information or personally identifiable information covered by applicable data protection law, removed.
1.4 “Fees” shall mean fees for Services as set forth on the Website or App or as otherwise communicated to the Signatory.
1.5 “Intellectual Property Rights” means inventions and patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade names, trade dress, logos, trade secrets or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and, whether or not perfected, now existing or hereafter filed, issued, or acquired.
1.6 “Permitted Purpose” shall mean for educational non-commercial purposes for the benefit of the Student or educational institution, as applicable, in the United States only and for use in accordance with these Terms.
1.7 “Personally Identifiable Data” includes all User Data that personally identifies a prospective or actual Student, or similar information covered by an applicable data protection law but does not include De-Identified Data.
1.8 “Privacy Policy” shall mean Scribbles’ Privacy Policy available at https://www.scribsoft.com/legal/privacy. Scribbles’ Privacy Policy shall apply to all User Data.
1.9 “Services” shall mean provision of Scribbles’ services, such as account establishment (including login credentials), records and transfer requests, or any other services that Scribbles may offer through its Website, App or otherwise.
1.10 “Signatory” means the person accessing and using the Website and/ or the App for and on behalf of the Student or educational institution. The Signatory hereby confirms that he/ she is: (i) a Student over the age of 18; or (ii) the parent or legal guardian of a minor Student (“Parent”) or (iii) when acting on behalf of an educational institution, an authorized representative or employee of such institution.  The Signatory agrees that, if required by Scribbles, he/ she will promptly submit proof of age, parenthood, guardianship, or institutional authority, as applicable.
1.11 “Software” shall mean the software made available to the User through the Services, including but not limited to, all files and images contained in or generated by the software, look, and feel, HTML/CSS, visual design elements, and accompanying data.
1.12 “Student” means a prospective, actual or former attendee of an educational institution.
1.13 “User” shall mean the Signatory, or Student, or an individual acting on behalf of or at the direction of either the Signatory or Student, using the Services, such as an individual working for an educational institution.
1.14 “User Data” means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, notes, questions or comments, communications, and components created, provided, submitted, uploaded, posted, published, e-mailed, transmitted or otherwise made available by a User through its use of the Website, App and Services, including but not limited to any academic data, browser history or screen data of any User. The User Data listed in foregoing sentence is not all-inclusive; the Privacy Policy includes additional descriptions and will be updated from time to time with additional descriptions of User Data that is collected and used by Scribbles in connection with the Service.

2. SERVICES AND PARTIES’ OBLIGATIONS
2.1 Eligibility. The Services are available to the Student and/or the Signatory and/or a User who have an Account allowing access to use the Services. The Account may only be registered by or on behalf of a Signatory. The Signatory automatically assumes any responsibility for any use of the Website, App and/ or Services by any User and for the compliance with these Terms. ANY SERVICES UTILIZED HEREUNDER ARE TO BE USED SOLELY FOR THE PERMITTED PURPOSE. The Signatory may not access the Services if the Signatory is, or is acting on behalf of, a direct competitor of Scribbles, except with Scribbles’ prior written consent.
2.2 Updated Terms. Scribbles may, in its sole discretion, refuse to offer the Services to any person or entity. Scribbles reserves the right to update and change these Terms and the Privacy Policy from time to time without notice. The revised Terms and Privacy Policy will be effective when posted.  Any new features that augment or enhance the current Services including the release of new tools and resources, or future updates or other additions to the existing tools or Services are subject to these Terms. The User’s continued use of the Services after any such changes will constitute the Signatory’s consent to the changes.
2.3 Login Information. Each User shall have login credentials which shall comprise of a username and password or any other secured details or questions associated with retrieving such credentials. The Signatory shall be responsible for ensuring the confidentiality of login credentials and of the User’s Account or for the loss or disclosure of login credentials.
2.4 Records Request / Transfer Process. SCRIBBLES SHALL NOT BE LIABLE FOR ANY APPLICATION OR ADMISSION OR ENROLLMENT RELATED DETERMINATIONS MADE BY ANY SCHOOL FOR ANY REASON, INCLUDING BUT NOT LIMITED TO THE FAILURE TO RECEIVE MATERIALS FROM SCRIBBLES, AND THE SIGNATORY HEREBY, RELEASES AND ABSOLVES SCRIBBLES FROM ANY AND ALL CLAIMS OR LIABILITIES IN CONNECTION THEREWITH. 
2.5 Personal Information. Personal information regarding the User is collected, stored, and shared in accordance with the Privacy Policy.  The Signatory agrees that he/ she has read and agrees to such data use as set forth in these Terms and in the Privacy Policy.

3. PRIVACY CLAUSES
3.1 Except as expressly required by applicable law, the Privacy Policy or otherwise agreed to by Scribbles in writing: (i) Scribbles has no obligation to store any User Data; and (ii) Scribbles has no responsibility or liability for: (a) the deletion or accuracy of any Content, including User Data, (b) the failure to store, transmit or receive transmission of Content, including User Data, or (c) the security, privacy, storage or transmission of information or other communications originating with or involving use of the Services.
3.2 Scribbles will collect and use User Data as described in the Privacy Policy, and/or as necessary to fulfill its duties and provide and improve the Services.  Scribbles may also create and use De-Identified Data from data made available through the Services, in accordance with these Terms and Scribbles’ Privacy Policy. Scribbles agrees not to attempt to re-identify De-Identified Data. Subject to applicable law, by making available any User Data to Scribbles, including on or through the Services, the Signatory grants to Scribbles a nonexclusive license to view, download, reproduce, modify, create derivative works of, distribute and display Personally Identifiable Data solely for the purposes of: (i) providing the Services; and/ or (ii) creating, using, and disclosing De-Identified Data about the User for development, research, or other purposes.
3.3 Scribbles will not: (i) sell Personally Identifiable Data; (ii) use any Personally Identifiable Data to advertise or market to third parties; or (iii) use Personally Identifiable Data except as stated herein, in accordance with the Privacy Policy or as necessary for the Services. 
3.4 Signatory expressly authorizes Scribbles to collect, use and disclose Personally Identifiable Data and User Data about the User to the extent reasonably necessary in connection with the Services. Such information is further described in the Privacy Policy, and includes, without limitation, name, address, email, academic data, admission information and other information as necessary or disclosed. 
3.5 Where the Children’s Online Privacy Protection Act (COPPA) applies because Student is under 13, Signatory acknowledges that it is aware of the parental/ legal guardian, and Student rights under COPPA and has informed itself about the Scribbles’ personal information and data practices, including, without limitation, by reading the Privacy Policy. Signatory expressly authorizes the collection of information in accordance with this Section 3 and the Privacy Policy.

4. ADDITIONAL TERMS REGARDING THE WEBSITE AND APP
4.1 Electronic Communications. Scribbles may offer forms of communications through the Website or App to the Users. The Signatory may opt out from receiving emails or other communications by choosing “UNSUBSCRIBE” and by changing the Signatory’s subscription settings at any time.

5. PAYMENT
5.1 Fees. Scribbles will charge Fees for the Signatory’s purchases as communicated to the Signatory through the Website, the App or as indicated on the list of Services, as well as transaction fees, and/ or the applicable taxes. The Fees shall be automatically and immediately charged to the payment card (credit or debit) that is submitted or Scribbles has on file for the Signatory upon purchase. The Signatory will be fully responsible for all Fees arising out of the use of such Services. Scribbles, further, reserves the right to alter any Fees or pricing terms from time to time. In case, there is a short charging by Scribbles for Services or transaction fee or any other fee or costs because of a technical error or other reason, Scribbles reserves the right to deduct, charge or claim the balance subsequent to the transaction and notify the Signatory.
5.2 Cancellation and Refunds. No refunds or discounts shall be made for cancellation, regardless of whether any Services have been rendered or not.

6. GRANT OF LICENSE; RESTRICTIONS
6.1 Content. During the Services and subject to payment of any Fees, Scribbles hereby grants to User a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license to use the Content solely for the Permitted Purpose.
6.2 User Data. The User grants Scribbles a license to use the User Data. By posting, downloading, displaying, performing, transmitting, or otherwise distributing User Data to the Website, App, the Services or to Scribbles (“Sharing User Data”), the User is granting Scribbles and its affiliates and their respective officers, directors, employees, consultants, agents, and representatives a worldwide, perpetual, irrevocable (except pursuant to Privacy Policy), transferable, assignable, fully paid-up, royalty-free right and license to use User Data in connection with the operation of the Services, including without limitation, (i) a right to copy, import, host, transfer, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, promote the Services in any media including the Website and App, email communications, written impact report or promotional material as well as in social media, and (ii) prepare derivative works of, and otherwise exploit User Data, in whole or in part, in any media formats and through any media channels now known or hereafter developed, SOLELY TO THE EXTENT CONSISTENT WITH APPLICABLE LAWS AND WITH THE PRIVACY POLICY. The User will not be compensated for any User Data. By Sharing User Data, the User warrants and represents that he/ she owns the rights to the User Data or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Data.
6.3 Prohibited Activities. The rights granted to the User in the Terms are subject to the following restrictions. THE USER SHALL NOT:

  • license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Content including but not limited to the Website, App, Services, Software or any educational content, or any derivative thereof or collective work that includes the Content, or use the Content for anything other than the Permitted Purpose;
  • use framing techniques to enclose any trademark or logo on the Content;
  • modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Content, including but not limited to the Software, except to the extent the foregoing restrictions are expressly prohibited by applicable statutory law, or otherwise convert the Software to a human-perceivable form;
  • use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Content or remove, circumvent, disable, damage or otherwise interfere with or attempt to violate any security-related features of the Content or intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating malicious code, viruses, adware, spyware, worms, or by means of overloading, “flooding,” “spamming,” “mail bombing” or “crashing” the Services;
  • copy, reproduce, distribute, republish, download, display, post or transmit the Content, including but not limited to the Website, the App and/ or any educational content therein, in any form or by any means, unless otherwise expressly agreed, provided that the User may reproduce or print certain Content made available through the Website, App or Services, as designated by Scribbles, on behalf of the Student;
  • not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any Intellectual Property Rights. The Signatory shall be solely responsible for violations of any laws and for infringements of any Intellectual Property Rights caused by any content the User provides, posts, or transmits, or that is provided or transmitted using the User’s login credentials. The burden of proving that any User Data does not violate any laws or Intellectual Property Rights rests solely with the Signatory;
  • remove or destroy any copyright notices or other proprietary markings contained on or in the Content, including but not limited to any educational content;
  • make any commercial use of the Content. including but not limited to: (a) providing training, support, or editorial services that use or reference the Content for a financial consideration, or (b) selling advertisements, sponsorships, or promotions placed generally on any Content and, in particular, over any educational content, or any part thereof or through pop-up advertisements or make unsolicited offers, advertisements, proposals, or send bulk/ junk/ spam mail, chain mail, informational announcements, charity requests, and petitions for signatures. Any unauthorized use of the Website, App or Services terminates the licenses granted by Scribbles pursuant to the Terms;
  • post, upload, publish, or distribute any libelous, defamatory or inaccurate User Data or other content or content that is unlawful or that a person of reasonable prudence would deem to be objectionable, embarrassing, distressing, offensive (including but not limited to, racially or ethnically or otherwise), vulgar, pornographic, harassing, threatening, hateful, or otherwise inappropriate;
  • use Services in any manner that is harmful or potentially harmful to anyone, including but not limited to minors, or directed against Services;
  • impersonate any person or entity, falsely claim affiliation with any person or entity, or access the accounts of others without permission or perform any other fraudulent activity or use Services for any illegal purposes; and
  • insult, defame, harass, abuse, threaten or defraud users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent; and
  • encourage others to commit any of the foregoing activities.

6.4 Third Party Links. Links to third party sites are provided solely for the User’s convenience.  Scribbles has not reviewed these third-party websites and does not control and is not responsible for these websites or their content or availability.  If the User decides to access any third-party sites linked to the Website, App, or Services, or Content, the User does so entirely at the User’s own risk.

7. INTELLECTUAL PROPERTY
7.1 Content. Scribbles retains all right, title and interest in and to the Content and its trademarks, including but not limited to the licensed educational content, Website, App and Services and any derivatives thereof, including any Intellectual Property Rights contained and/or made available therein or in connection thereto. The User agrees not to remove, obscure, or alter any notices of Intellectual Property Rights or disclaimers appearing in or on the Website, App and Services. The look and feel of the Website, App and Services is owned by Scribbles. The User may not duplicate, copy, or reuse any portion of the Content or visual design elements without express written permission from Scribbles, unless otherwise expressly agreed. Subject to the Terms and subject to receipt of all payments, Scribbles grants the User a limited license to access, view, download, print or reproduce certain portions of the Services, as designated by Scribbles for the sole purpose of using the Services for the Permitted Purpose. Scribbles may make certain Software available to the User that are deemed to be licensed to the User by Scribbles, for the User’s personal use and only for the Permitted Purpose. Scribbles does not transfer either the title or the Intellectual Property Rights to the Software, and Scribbles retains full and complete title to the Software as well as all Intellectual Property Rights therein.
7.2 Feedback. All suggestions, solutions, improvements, corrections, reviews, ratings, and other contributions provided by the User regarding the Services will be owned by Scribbles, and the User hereby agrees that all such rights shall be deemed to be assigned to Scribbles upon provision of such material to Scribbles. Nothing in these Terms will preclude Scribbles from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Scribbles in the performance of the Services.
7.3 Reservation of Rights. Scribbles, its licensors, suppliers, and service providers reserve all rights not granted in the Terms.

8. DISCLAIMER OF WARRANTIES
8.1 The Signatory acknowledges that:

  • the User’s use of any Content and interaction with other users of the Services is at the User’s own risk. The User agrees that Scribbles will not be responsible for any liabilities incurred as the result of such use or interaction. Scribbles does not approve, endorse, or make any representations or warranties with respect to User Data or other user’s content.
  • Scribbles has no obligation to, but may pre-screen, review, or monitor User Data, whether on the Website or the App, and may request that the User removes any link in or modify any specific User Data at any time for any or no reason without obligation or liability to the User. Scribbles reserves the right in its sole discretion to refuse, modify, or remove any Content or User Data, whether temporarily or permanently, in whole or in part: (a) that violates any law or regulation, (b) that violates these Terms, (c) that otherwise creates or may create liability for Scribbles, or (d) for any other reason Scribbles determines in its sole discretion.
  • no method of transmission or electronic storage on the internet is 100% secure. Therefore, Scribbles cannot guarantee the security of any User Data.

8.2 ANY AND ALL CONTENT, INCLUDING BUT NOT LIMITED TO, SOFTWARE, SERVICES, WEBSITE, APP, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY SCRIBBLES TO USER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.  SCRIBBLES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER SCRIBBLES (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. SIGNATORY ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF USER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY. SCRIBBLES SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT OR MISCONDUCT, OMISSIONS, NEGLIGENCE, OR NON-COMPLIANCE WITH ANY OF THE TERMS ON THE PART OF ANY USERS OR THIRD PARTIES OR FOR ANY EXTERNAL EVENTS THAT ARE BEYOND THE REASONABLE CONTROL OF SCRIBBLES.

9. INDEMNIFICATION
9.1 The Signatory agrees to defend, indemnify, and hold Scribbles, including its corporate parent(s), subsidiaries, affiliates, and their respective officers, directors, employees, consultants, agents, partners and licensors, harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to: (i) the User’s use of, or inability to use, the Website, App, Services, and Content; (ii) the  User’s violation of these Terms; (iii) the User’s actual or alleged violation of any rights including Intellectual Property Rights or privacy rights of a third party including other users; (iv) the User Data; and/or (v) the User’s violation of any applicable laws, rules or regulations. Scribbles reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by the Signatory in which event he/ she will fully cooperate with Scribbles in asserting any available defenses.  The Signatory agrees that the provisions in this section will survive termination of the Terms.

10. LIMITATION OF LIABILITY
10.1 Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCRIBBLES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE GREATER OF (i) TOTAL AMOUNT OF FEES PAID BY THE SIGNATORY FOR THE SERVICE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SIGNATORY’S CLAIM; AND (ii) $25.
10.2 Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCRIBBLES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, LOST OR DAMAGED DATA, INABILITY TO RENDER SERVICES, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
10.3 THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

11. TERM AND TERMINATION
11.1 Term. These Terms will be in effect from the time that the Services are activated or first used and will continue until the termination or expiration of the User’s Account in accordance with the Terms and any separate agreement governing the User’s Account.
11.2 Termination. These Terms and any usage rights granted hereunder may be terminated by Scribbles at any time upon five (5) days written notice to the Signatory for Scribbles’ convenience, unless otherwise agreed in writing. The User’s usage rights granted hereunder may be suspended by Scribbles immediately if the User violates these Terms.  In addition, Scribbles may terminate the User’s Account immediately in its sole discretion in the event that the User violates any restrictions stated in these Terms.
11.3 Reinstatement. Following suspension, Scribbles will work in good faith to determine whether to reinstate the User’s access to (and any associated licenses to) the Services or permanently terminate the User’s Services.
11.4 Consequences. Termination of Terms and/ or User’s Account will not relieve the Signatory’s obligation to pay any amounts owed by the Signatory under these Terms. Termination of any Services includes removal of access to such Services and barring of further use of the Service. Upon termination of these Terms, the User shall no longer access the Services and shall not circumvent any security mechanisms contained therein.  Termination of all Services may also include deletion of the User’s login credentials such as password and the User Data.

12. MISCELLANEOUS
12.1 Governing Law and Venue.  The laws of the State of North Carolina, USA govern the interpretation of these Terms, regardless of conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Terms. The parties agree that the federal and state courts located in Mecklenburg County, North Carolina, USA will have exclusive jurisdiction for any dispute arising under, out of, or relating to these Terms. Mediation will be held in Charlotte, North Carolina, USA.  The Signatory agrees that, to the maximum extent permitted under applicable law, any claim or cause of action the User may have arising out of or related to these Terms must be filed by the Signatory within one (1) year after such claim or cause of action arose or be forever barred.
12.2 General. The User may not assign these Terms, or otherwise transfer any usage rights created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Scribbles. Scribbles will not be liable to the Signatory for any delay or failure of Scribbles to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Scribbles. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities. Any provision that by its nature is intended to survive the termination of these Terms will survive termination of these Terms. Any notice required under these Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to such address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.  These Terms and any other terms incorporated by reference herein constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein. Headings are for reference purposes only, have no substantive effect, and will not affect the interpretation hereof. Each provision of these Terms is a separately enforceable provision. If any provision of these Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary for these Terms to remain in effect in accordance with its terms as modified by such reformation.