Terms of Service
1. USE OF ROUGHSTOCK.COM
You agree to use Roughstock.com only for purposes which are lawful in every country and jurisdiction in the world and all subdivisions thereof. Cheri Media Group does not endorse the contents of any user of Roughstock.com ("User") communications nor does it assume responsibility for any unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, lewd, lascivious, filthy, excessively violent, offensive, or otherwise objectionable material contained therein, any infringement of third party intellectual property rights arising therefrom, or any crime facilitated thereby.
Any attempt to gain unauthorized access to Cheri Media Group's or Roughstock.com's computer systems is prohibited. Not all areas of Roughstock.com may be available to you. You shall not interfere with any other User's use and enjoyment of Roughstock.com or another entity's use and enjoyment of similar services.
3. OWNERSHIP OF INTELLECTUAL PROPERTY
The contents of Roughstock.com, including all software, design, text, images, articles, photographs, illustrations, advertisements, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectible elements of Roughstock.com, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Content"), are the property of Cheri Media Group, Roughstock.com, and their subsidiaries, affiliates, licensors, suppliers, operational service providers, advertisers, promotional partners, or sponsors, as applicable, and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Roughstock.com and the Content is to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on Roughstock.com, including notices on any Content you download, transmit, display, print or reproduce from Roughstock.com. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Content without the express prior written consent of Cheri Media Group. Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. Cheri Media Group requires users to respect Cheri Media Group's copyrights, trademarks, and other intellectual property rights. Cheri Media Group likewise respects the intellectual property of others. On notice, Cheri Media Group will act expeditiously to remove content on Roughstock.com that infringes the copyright rights of others.
If you believe that Roughstock.com contains elements that infringe your copyrights in your work, please follow our Notice and Procedure for Making Claims of Copyright Infringement.
Notice and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on Roughstock.com should be sent ONLY to our Designated Agent.
NOTE: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED.
DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, etc.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT. WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
Written notification must be submitted to the following Designated Agent:
Designated Agent for Cheri Media Group
11 Harbinger Bay
Winnipeg, Manitoba R3X 2B2
Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:
(1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
(2) Identification of the copyrighted work (or works) that you claim has been infringed;
(3) A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of Roughstock.com where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
(4) A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material;
(5) Your name, address, telephone number, and e-mail address;
(6) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(7) 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.
4. RULES OF CONDUCT FOR MESSAGE BOARDS AND CHAT ROOM
You are solely responsible for any and all Content posted by you on any Roughstock.com Message Board or Chat Room. You also are solely responsible for, and assume any and all risks associated with, reviewing, relying on and/or using any Content posted on Message Boards or Chat Rooms. Cheri Media Group does not endorse, edit, verify, vouch for, or control any Content posted on this website by Users, and does not guarantee the accuracy, integrity, quality, completeness or appropriateness of any Content posted by Users. Users may be held legally liable for any Content posted to this web site, and may be held legally accountable if the Content they post include(s) material that infringes any patent, trademark, trade secret, copyright or any other intellectual property or the proprietary right(s) of any person or entity. Cheri Media Group reserves the right to monitor any of its Message Boards and Chat Rooms at any time to ensure that these rules are being observed.
By using Roughstock.com Message Boards and/or Chat Rooms, you may be exposed to Content which is offensive, indecent or otherwise objectionable to you. Cheri Media Group reserves the right to modify or remove anything submitted, posted, or uploaded to Roughstock.com, at any time for any reason without prior notice. Postings which violate this Agreement may be deleted upon discovery and Cheri Media Group reserves the right to terminate or restrict access to this site of the responsible User(s). However, under no circumstances will Cheri Media Group be liable for any errors, omissions, or offensive material contained in any Content posted by Users, or for any loss, liability, claim, damage, or expense (including reasonable attorney's fees) arising from or in connection with your use of any Content posted by any Users.
Cheri Media Group may terminate any and all information, communication(s), and/or posting(s), at any time, without notice, for conduct that violates this Agreement or other policies or guidelines set out elsewhere on Roughstock.com. Cheri Media Group may delete any and all information, communication(s), and/or posting(s) for online conduct that Cheri Media Group believes is harmful to other Users, the business of Cheri Media Group, its affiliates, or other third-party information providers. Postings do not reflect the views of Cheri Media Group.
You agree to not to use Roughstock.com or its services to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (including, but not limited to, posting the private information of other parties);
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, a Cheri Media Group official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through Roughstock.com;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes in any way upon the rights of others, including without limitation, any patent, trademark, trade secret, copyright, right of privacy, right of publicity, or other proprietary rights ("Rights") of any party, including but not limited to "warez" (copyrighted software that is distributed illegally), "MP3" files of copyrighted music, copyrighted photographs, text, video, or artwork;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising or commercial solicitation of any kind whatsoever, including, without limitation, distribution of unsolicited e-mail using a Roughstock.com address or containing any references to Roughstock.com, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, including use of distribution lists with any person or entity who has not given specific permission to be included on such a list;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, corrupted data, files or programs, or any other harmful or damaging component designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of Roughstock.com are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
- interfere with or disrupt Roughstock.com or servers or networks connected to Roughstock.com, or disobey any requirements, procedures, policies or regulations of networks connected to Roughstock.com;
- intentionally or unintentionally violate any applicable local, state, national or international law;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- upload, post, email, transmit or otherwise make available any material containing nudity, pornography, or sexual material of a lewd, vulgar, lascivious, indecent, lecherous or obscene nature or intent, or that violates local, state, national, and/or international laws;
- upload, post, email, transmit or otherwise make available any Content that promotes, encourages, or provides instructional information about any illegal activities or any material which encourages conduct that would violate any law or give rise to civil or criminal liability under any law. (including, but not limited to, "hacking," "cracking," or "phreaking");
- upload, post, email, transmit or otherwise make available any hate propaganda or hate mongering, swearing, or fraudulent material or activity;
- upload, post, email, transmit or otherwise make available any Content that advertises or promotes any product or service, solicits funds, advertisers or sponsors, or that Cheri Media Group, in its sole discretion, deems inappropriate for its Message Boards and/or Chat Rooms;
- "stalk" or otherwise harass another; and/or
- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through q above.
You acknowledge, consent and agree that Cheri Media Group may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Roughstock.com, its Users and the public.
You understand that the technical processing and transmission of the services available on Roughstock.com, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You understand that the services available on Roughstock.com and software embodied within Roughstock.com may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Cheri Media Group and/or content providers who provide content to Roughstock.com. You may not attempt to override or circumvent any of the usage rules embedded in Roughstock.com. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on Roughstock.com, in whole or in part, is strictly prohibited.
5. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
Cheri Media Group does not claim ownership of Content you submit or make available for inclusion on Roughstock.com. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of Roughstock.com, you grant Cheri Media Group a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on Roughstock.com for the purposes of providing and promoting the service to which such Content was submitted or made available, for the purpose for which such Content was submitted or to incorporate such Content into other works in any format or medium now known or later developed.
6. LINKS TO THIRD PARTIES AND ADVERTISERS
Roughstock.com contains hyperlinks to external locations (e.g., other web sites) controlled by third parties, including locations where the Roughstock.com logo or sponsorship identification appears as part of a co-branding or promotional arrangement. These links are provided solely as a convenience to you, and do not imply an endorsement by Roughstock.com or that any affiliation exists between Roughstock.com and the linked web site. You agree that Cheri Media Group is not responsible for the availability of these external locations, or other content including, without limitation, solicitations thereon or products or services made available thereby. Cheri Media Group has not necessarily reviewed, and does not necessarily endorse, Content at linked web sites, and is not responsible for such Content or for your use of such Content. You acknowledge that some external locations may contain material or communications which are unedited, untrue, or illegal in some jurisdictions or that may be offensive. You agree to access external locations at your own risk and not to permit minors to have access to inappropriate material. You agree that Cheri Media Group shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in any way whatsoever related to any such external location. Any concerns regarding any external location should be directed to its respective website administrator, system operator, or web master.
From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties such as our advertisers, sponsors, or promotional partners as a result of your use of Roughstock.com. All such communication, interaction and participation is strictly and solely between you and such third parties and Cheri Media Group shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).
Cheri Media Group does not accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. This policy is designed to avoid misunderstandings if projects developed by Cheri Media Group's professional staff seem to others to be similar to their own creative work. Accordingly, Cheri Media Group requests that your comments relate to those services and products offered by Roughstock.com, and that you not submit any creative ideas, suggestions, or materials.
If, at the request of Cheri Media Group, you send certain specific submissions (e.g., postings to chat rooms, message boards, or sweepstakes) or, without the request of Cheri Media Group, you send Cheri Media Group creative suggestions, ideas, notes, drawings, concepts, or other information (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the property of Cheri Media Group. None of the Submissions shall be subject to any obligation of confidence on the part of Cheri Media Group and Cheri Media Group shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Cheri Media Group shall exclusively own, and by sending your Submissions, you hereby exclusively grant to Cheri Media Group, all now-known or hereafter existing rights to the Submissions of every kind and nature throughout the universe, for use by all means, manners, methods and media, now known or hereafter devised, and Cheri Media Group and its successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.
THE ROUGHSTOCK.COM WEBSITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, CONSTRUCTIVE, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING AND/OR TRADE USAGE. CHERI MEDIA GROUP DOES NOT GUARANTEE OR WARRANT CONTINUOUS, UNINTERRUPTED OR ERROR-FREE ACCESS OR USAGE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO THE FOREGOING DISCLAIMER MAY NOT BE APPLICABLE IN FULL. THIS SECTION WILL BE ALLOWABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
CHERI MEDIA GROUP DOES NOT MAKE ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, OR MAKE ANY REPRESENTATIONS REGARDING ANY CONTENT, INFORMATION, SERVICES, OR PRODUCTS OBTAINED OR PROVIDED THROUGH OR IN CONJUNCTION WITH ROUGHSTOCK.COM. NEITHER CHERI MEDIA GROUP, NOR ITS AFFILIATES, THIRD PARTY INFORMATION PROVIDERS, NOR OTHER CONTENT PARTNERS MAKE ANY GUARANTEE REGARDING THE ACCURACY, CORRECTNESS, TIMELINESS, SEQUENCE, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR CONTENT PROVIDED BY CHERI MEDIA GROUP. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ROUGHSTOCK.COM IS DOWNLOADED AT THE USER'S OWN RISK. THE USER WILL BE SOLELY RESPONSIBLE FOR, AND ASSUMES THE ENTIRE COST OF, ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY DAMAGE OR LOSS DUE TO CONTENT, DOWNLOADS OR ANY OTHER MATERIAL OR INFORMATION THE USER OBTAINS FROM ROUGHSTOCK.COM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ROUGHSTOCK.COM OR THROUGH OR FROM SERVICES PROVIDED BY ROUGHSTOCK.COM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL CHERI MEDIA GROUP, ITS AFFILIATES, INFORMATION PROVIDERS, OR CONTENT PARTNERS, OR THEIR RESPECTIVE EMPLOYEES, REPRESENTATIVES, AGENTS OR LICENSORS (COLLECTIVELY, "THE ROUGHSTOCK.COM PARTIES"), BE LIABLE, REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR ABSENSE OF AUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE ROUGHSTOCK.COM WEBSITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL ANY OF THE ROUGHSTOCK.COM PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR USE OF, OR INABILITY TO USE, THE ROUGHSTOCK.COM WEB SITE, OR THE CLAIMS OF THIRD PARTIES, INCLUDING USERS, HOWEVER CAUSED, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY ROUGHSTOCK.COM PARTY HAS BEEN ADVISED OF (OR IF ANY ROUGHSTOCK.COM PARTY IS AWARE OF OR SHOULD HAVE BEEN AWARE OF) THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, UNDER NO CIRCUMSTANCES AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL ROUGHSTOCK.COM PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR RELATING TO USE OF, OR INABILITY TO USE, THE ROUGHSTOCK.COM WEBSITE, UNDER ANY LEGAL THEORY, EXCEED THE AMOUNT PAID BY THE USER, IF ANY, TO ACCESS THE ROUGHSTOCK.COM WEBSITE.
User agrees to indemnify and hold harmless, and at Cheri Media Group's request, defend the Roughstock.com Parties and their respective parent entities, subsidiaries, affiliates, partners, agents, employees, directors, officers, shareholders, members, and other owners, from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, penalties, settlements, costs and expenses (including reasonable attorney's fees and costs) (hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of, are based on, or relate to: (i) your use of the Roughstock.com website; or (ii) any misrepresentation of any information, representation or warranty, or breach of this Agreement or any other covenant or agreement.
If any third party brings a claim, lawsuit, or other proceeding(s) against any Roughstock.com Party based on User's conduct or use of Roughstock.com's website or services, User agrees to compensate all Roughstock.com Parties (including their respective officers, directors, employees and agents) for any and all Losses in connection with any such claim, lawsuit or proceeding.
11. INDEPENDENT INVESTIGATION
Cheri Media Group reserves the right to investigate suspected violations of the terms and conditions of this Agreement whenever Cheri Media Group becomes aware of possible violations. Such an investigation may include gathering information from User and the complaining party and reviewing materials on Roughstock.com's servers. During an investigation, Cheri Media Group may remove any and all disputed material from Roughstock.com's servers.
If Cheri Media Group believes, in its sole discretion, that a violation of the terms or conditions of this Agreement has occurred, Cheri Media Group may take any action it deems appropriate under the circumstances known to it, which may include removal of material from Roughstock.com's servers, warnings and/or suspension or termination of User account(s). Violations also could subject User to criminal or civil liability.
12. JURISDICTIONAL ISSUES
Roughstock.com is intended for use only by residents of the United States, its territories and possessions. Roughstock.com makes no representations or warranties that the Content of this web site is appropriate or lawful in any foreign countries, or that any items offered for sale on the web site will be available outside the United States. Those who choose to access this web site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
13. GOVERNING LAW
The formation, construction and interpretation of this Agreement shall in all respects be governed by and construed in accordance with the laws of the United States and the State of California, U.S.A., as such law applies to agreements between California residents entered into and wholly performed within California, without giving effect to any principles of conflicts of laws. This Agreement shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of this Agreement. By using this site, you hereby consent to the exclusive personal jurisdiction and venue of the State and Federal Court of the State of California, U.S.A. It is hereby agreed that any action at law or in equity arising under this Agreement and/or your use of the Roughstock.com website shall be finally adjudicated or determined in any court or courts of the State of California or of the United States of America, in Los Angeles County, California, and the parties hereto hereby submit generally and unconditionally to the personal and exclusive jurisdiction and venue of these courts in respect to any such matter and consent to service of process by any means authorized by California law.
Your use of Roughstock.com constitutes acceptance of this Agreement. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and lack of signing or other form of electronic execution by the parties hereto. You agree to abide by the terms and conditions of this Agreement and any additional terms, conditions, rules or procedures imposed by Cheri Media Group or by third party content providers in connection with third-party content, software or services available on, through or in connection with Roughstock.com.
Cheri Media Group reserves the right to automatically amend this Agreement at any time by posting the amended terms and conditions to this "Terms and Conditions of Use" section of the Roughstock.com web site. Such amendments will be effective when posted.
16. ACTS OF GOD
Cheri Media Group shall be excused from its obligations for any period to the extent that Cheri Media Group is prevented from performing, in whole or in part, its obligations under this Agreement, as a result of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s),regulations(s), order(s), or request(s) prove(s) to be invalid), Internet failure, equipment failure, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, foreign or domestic court order, third party non-performance (including the acts or omissions of any suppliers, agents, or subcontractors) or any other cause beyond Cheri Media Group's reasonable control affecting production or delivery in any manner, including failure or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines or other equipment, whether electronic or otherwise.
Cheri Media Group's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of Cheri Media Group's right to subsequently enforce such a provision or any other provision of this Agreement, nor will any delay or omission on the part of Cheri Media Group to exercise or take advantage of any right or remedy that Cheri Media Group has or may have hereunder operate as a waiver of any right or remedy.
In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portion hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provisions valid and enforceable.
Division of this Agreement into sections and the use of headings is for convenience of reference only and shall not modify or affect the interpretation or construction of this Agreement, or any provision hereof.
20. MERGER CLAUSE
This Agreement constitutes the entire agreement between you and Cheri Media Group concerning the subject matter contained herein and supersedes all prior or contemporaneous representations, proposals, conditions, communications, and agreements, whether oral or written, between the parties relating to the subject matter herein and all past courses of dealing or industry custom. The subject matter herein may not be modified except by Cheri Media Group.
CHERI MEDIA GROUP RESERVES THE RIGHT TO CHANGE OR AMEND THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE. SUCH CHANGES SHALL TAKE EFFECT UPON POSTING ON THE ROUGHSTOCK.COM WEB SITE. BY USING ROUGHSTOCK.COM, YOU SIGNIFY YOUR EXPLICIT CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE ROUGHSTOCK.COM.