Terms of Use

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.

Welcome to the Exxat website (the “Site”). Your access and use of the Site and of features, products and services provided by Exxat, Inc. (“Exxat,” “we,” “us,” or “our”) through the Site available at exxat.com, apps.exxat.com, and support.exxat.com (individually and collectively, the “Service”), but excluding any software, products or services provided by Exxat under a separate written agreement, is subject to the terms and conditions in this Terms of Use (this “ToU”). By accessing, browsing, submitting information to and/or using the Site or Services, you agree and acknowledge on your own behalf (referred to throughout the ToU as “you”) that you have read, understand, and agree to be bound by these ToU and to comply with all applicable laws including, without limitation, all federal, state, and local tax and tariff laws, regulations, and/or directives. If you do not agree to the ToU, please do not use the Site or Services.

You must agree to this ToU in order to use the Site and/or the Service. You will be asked to accept the ToU when you create your Exxat account. By accepting this ToU or using the Site and/or the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use the Site or the Service. If you are using the Site or the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this ToU. If you do not have such authority, then you may not use the Site or the Service on behalf of your employer or such other entity and you must discontinue all use of the Site and the Service immediately.

The Site and Services are provided solely for informational purposes and the purposes of enabling communications between you and Exxat. The information provided is intended to be general in nature, and does not necessarily address all the terms, exclusions, and conditions applicable to our Services.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. Exxat disclaims all liability and responsibility arising from any reliance placed on such content by you or any other user of the Services, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by Exxat through the Services shall be handled in accordance with the Service’s Privacy Policy, which is hereby incorporated by reference.

Important Notice About Your Health Information. You should also understand that much of the Personal Information (as defined in the Service’s Privacy Policy) you provide may be related to your health, diagnoses, vaccination status, health insurance card, and physical examination results. Exxat is not a health provider. Exxat is a platform that enables health professional schools to manage internships for its students at clinical sites. Unless otherwise established in an agreement between Exxat and a Covered Entity (i.e., a doctor, pharmacy, or insurer) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”), Exxat does not collect “Protected Health Information” as defined under HIPAA. Therefore, your Personal Information is not entitled to the same protections as regulated data under HIPAA.

Please also note that any Personal Information relating to your health, diagnosis, vaccination status, health insurance card, or physical examination results may be shared with third parties - with your explicit permission. When such Personal Information is shared with third parties, the entirety of that Personal Information, including all health documents provided to Exxat, may be shared with the applicable third party. Indeed, in order for Exxat to provide its Services, it may be necessary that Personal Information be shared collectively, as opposed to having selected data elements of Personal Information shared at the exclusion of others. In other words, when your Personal Information is shared, all data elements you have provided to Exxat, and fields from your profile and associated documents, may be shared.

1. ToU Updates. Exxat may update this ToU at any time, and Exxat will post the updated version of this ToU on the Site. You understand and agree that you will be deemed to have accepted the updated ToU if you use the Site or the Service after the updated ToU is posted on the Site. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the Site and the Service.

2. Provision of the Service. You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Site and the Service. You acknowledge and agree that Exxat may make changes to the Site and/or the Service at any time without notifying you in advance.

3. Termination of Service. Exxat reserves the right to deny service to any person or entity at Exxat’s sole and absolute discretion. You acknowledge and agree that Exxat may stop providing the Site and/or the Service or restrict your use of the Site and/or the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU and/or if Exxat suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If Exxat disables your access to your account, you may be prevented from accessing the Service, your account details and/or any materials contained in your account.

4. Accounts and Security. Exxat is a platform that enables health professional schools (each, a “School”) to manage internships for its students (each, a “Student”) at clinical sites (each, a “Clinic”, and each individual who is Student, a representative of a School or a representative of a Clinic is referred to as a “User” and, collectively, as “Users”). Users may have accounts and access the system to facilitate placement of Students in internships with Clinics.

4.1Account. To access the Service, a User must have an account. You can create an account by completing the registration process. You may be required to provide information about yourself or, if applicable, your employer or organization as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to Exxat will be correct, accurate and up to date.

4.2. Fees. You agree to pay all fees and applicable taxes incurred by you or anyone using your account. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Exxat may, from time to time, modify, amend, or supplement its pricing and billing procedures, and such changes shall be effective immediately upon posting an update of this ToU or posting such changes elsewhere on the Site. If there is a dispute regarding your payment of fees, or the Service, Exxat shall have the right to terminate your account without prior notice.

YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NON-REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

4.3. Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify Exxat, and, if you are a Student, to notify your School, immediately if you become aware of any unauthorized use of your password or of your account.

4.4. Account Sharing or Transfers. Accounts are registered to you personally and may not be sold or otherwise transferred at any time under any circumstances. Unless you are using your account on behalf of an organization and have the right to share your account with other employees of your organization (in which case, you may only share your account with such other permitted employees), you may not share your account and you may not disclose your password to anyone else.

4.5. Cancellation by You. If you are a Student, you have the right to cancel your account at any time by making a request to your School. Exxat will cancel your account promptly following receipt of your cancellation request from your School. Once you cancel your account, any personal information will no longer be accessible by Schools and Clinics. However, content previously shared with Schools and/or Clinics may remain viewable by those Users until they delete such content.

4.6. Termination by Exxat. Exxat may at any time terminate your account if:

1. Exxat determines that you are (a) in breach of or otherwise acting inconsistently with this ToU or (b) engaging in fraudulent or illegal activities or other conduct that may result in liability to Exxat;
2. Exxat determines it is required by law to terminate your account;
3. Exxat decides to stop providing the Service or critical portions of the Service in the country where you reside, discontinues access to the Site or use the Service or Exxat determines that it is no longer in its business interests to continue providing the Service or critical portions of the Service; or
4. Exxat receives a request from a Student’s School to terminate that Student’s account.

4.7. Effect of Account Termination or Cancellation. If you voluntarily terminate your account or allow your account to lapse, you will be able to reactivate that account at any time by contacting Exxat, or, if you are a Student, by making a request to your School to reactivate your account and Exxat will reactivate your account promptly following receipt of your reactivation request from your School. Accounts terminated by Exxat for any type of abuse including, without limitation, a violation of this ToU, may not be reactivated for any reason.

5. Software License.

5.1. License Grant. Subject to the terms and conditions of this ToU, Exxat hereby grants you a limited, nonexclusive, personal, non-sublicensable, non-assignable license to use the Software (defined below). The Software may only be used in connection with the Service and in accordance with this ToU and any rules, restrictions or documentation set forth by Exxat from time to time.

5.2. Third Party Software and Services. The Software may be incorporated into, and may incorporate, technology, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements (including, without limitation, terms of service posted on third party websites), and you agree to look solely to the applicable third party and not to Exxat to enforce any of your rights in relation thereto. All modifications or enhancements to the Software and Service remain the sole property of Exxat. You understand that Exxat, in its sole discretion, may at any time for any reason suspend or terminate any license hereunder and disable any Software you may already have accessed or installed without prior notice. Exxat reserves the right to add or remove features or functions to the Software at any time in its sole discretion. When installed with a compatible email client, web browser or email service, the Software periodically communicates with Exxat servers. You acknowledge and agree that Exxat has no obligation to make available to you any subsequent versions of its software applications.

6. Restrictions and Conditions of Use.

6.1. Use of the Service. Exxat permits you to view and use the Site solely for your limited personal use if you are a Student, or your limited commercial use if you are a representative of a School or a Clinic, in each case consistent with the intended purpose of the Service. Other than reports and summaries generated through normal and intended use of the Site, you agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Site or through the Service.

6.2. Accessing the Service. You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site provided by Exxat. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers).

6.3. No Violation of Laws. You agree that you will not, in connection with your use of the Site or the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Site and/or the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).

6.4. Use Restrictions. You may not connect to or use the Site or the Service in any way that is not expressly permitted by this ToU.

1. You may not: (a) remove any proprietary notices from the Site or the Service or any copy of software provided to you by Exxat (“Software”); (b) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site or the Service; (c) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of Exxat; or (d) make any false, misleading or deceptive statement or representation regarding Exxat and/or the Site or the Service.
2. Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Site and/or the Service (or any servers, systems or networks connected to the Site or the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Site and/or the Service or any other person’s or entity’s use of the Site and/or the Service (or any servers, systems or networks connected to the Site or the Service); (ii) attempt to gain unauthorized access to the Site, the Service, accounts registered to other users, or any servers, systems or networks connected to the Site and/or the Service; (iii) use the Site or the Service to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the Site or the Service to perform any unsolicited commercial communication not permitted by applicable law; or (v) use the Site or the Service to engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
3. Without limiting the foregoing, you agree that you will not use the Site or the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by Exxat in its sole discretion.

6.5. No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or mobile phone numbers of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Site or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Site or the Service.

6.6. Violation of this ToU. You acknowledge and agree that you are solely responsible, and Exxat has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. Exxat may at its option, terminate its relationship with you, or may suspend your account immediately if it determines you are using the Service contrary to the restrictions found in this Section 6 or any other terms of this ToU.

7. Links.

7.1. Links from the Site. The Site may contain links to websites operated by other parties. Exxat provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of Exxat and Exxat is not responsible for the content available on the other websites. Such links do not imply Exxat’s endorsement of information or material on any other website and Exxat disclaims all liability with regard to your access to and use of such linked websites.

7.2. Links to the Site. Unless otherwise set forth in a written agreement between you and Exxat, you must adhere to Exxat’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Exxat’s and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Exxat; and (iii) when selected by a User, the link to the Site must display the Site on full-screen and not within a “frame” on the linking Site. Exxat reserves the right to revoke its consent to the link at any time and in its sole discretion.

8. Intellectual Property.

8.1. Trademarks. The Exxat name and logo are trademarks and service marks of Exxat. Unless permitted in a separate written agreement with Exxat, you do not have the right to use any of Exxat’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.

8.2. Ownership. You acknowledge and agree that Exxat, or its licensors, owns all right, title and interest in and to the Site and the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Site and the Service are protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Exxat has designated as confidential and you agree not to disclose such information without Exxat’s prior written consent.

9. Privacy Policy. By accepting this ToU or using the Site and/or the Service, you represent that you have read and consent to our Privacy Policy in addition to this ToU. Exxat may revise the Privacy Policy at any time and the new versions will be posted on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Site and the Service. By using the Site and/or the Service, you agree to the then current versions of the ToU and Privacy Policy, which will be posted on the Site.

10. Location. The Site and the Service are operated by Exxat in the United States. If you choose to access the Site and/or the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.

11. Submitted Content.

11.1. Content. Exxat is not the source of, does not verify or endorse and takes no responsibility for the content submitted using the Site and/or Service. Exxat is not responsible for any content submitted by a User and all content is entirely the responsibility of the person from whom such content originated. You are solely responsible for the content you choose to communicate and access using the Service. In particular, you are responsible for ensuring that you do have the proper authority to submit the content you choose to submit. For Students, such content includes, but is not limited to, biography, responses to Clinic questionnaires and related documents; for Schools, such content includes, but is not limited to, placement data and assignments, announcements and FAQs; and for Clinics, such content includes, but is not limited to, location information, student requirements and student rankings (collectively, the “Submitted Content”). Exxat may in its sole discretion block, prevent delivery of or otherwise remove content as part of its effort to protect the Service or its customers, or otherwise enforce the terms of this ToU. Further, Exxat may in its sole discretion remove such content and/or terminate this ToU and your account if you use any content that is in breach of this ToU. The results provided through the Site and/or the Service are dependent upon the accuracy of the information submitted Users and Exxat is not responsible for any errors due to any inaccurate or out-of-date information submitted by a User.

11.2. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything to which you do not have the full right to submit under this Section 1

1. Children. The Site and the Service are not directed toward children under 13 years of age nor does Exxat knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personal information about yourself to Exxat.

13. DISCLAIMER OF WARRANTIES.

13.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

13.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXXAT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

13.3. EXXAT MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE OR THE SERVICE.

13.4. EXXAT DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SITE OR THE SERVICE WILL BE CORRECTED; OR (e) THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEIVCE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

14. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.

14.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXXAT, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR: a. ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE AND/OR THE SERVICE, EVEN IF EXXAT AND/OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;

1. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
2. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SITE OR THE SERVICE.

14.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF EXXAT OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Exxat and the Related Parties shall be limited to the fullest extent permitted by law.

15. Indemnification. You agree to defend, indemnify and hold Exxat and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (i) your use of the Site and/or the Service or (ii) your breach of this ToU or any other policies that Exxat may issue for the Site and/or the Service from time to time.

16. Governing Law; Jurisdiction. This ToU is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Exxat agree that, except as otherwise provided in Section 17 below, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the Site or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Exxat shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

17. Binding Arbitration.

17.1. Arbitration Procedures. You and Exxat agree that, except as provided in Section 17.4 below, all disputes, controversies and claims related to this ToU (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this ToU. In the event of a conflict between the terms set forth in this Section 17 and the JAMS Rules, the terms in this Section 17 will control and prevail.

Except as otherwise set forth in Section 17.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Exxat will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator.

Except as otherwise provided in this ToU, (a) you and Exxat may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND EXXAT WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

17.2. Location. The arbitration will take place in Los Angeles, California, unless the parties agree to video, phone and/or internet connection appearances.

17.3. Limitations. You and Exxat agree that any arbitration shall be limited to the Claim between Exxat and you individually. YOU AND EXXAT AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

17.4. Exceptions to Arbitration. You and Exxat agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of Exxat’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

17.5. Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

17.6. Severability. You and Exxat agree that if any portion this Section 17 is found illegal or unenforceable (except any portion of Section 17.4), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 17.4 is found to be illegal or unenforceable then neither you nor Exxat will elect to arbitrate any Claim falling within that portion of Section 17.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, California, United States of America, and you and Exxat agree to submit to the personal jurisdiction of that court.

18. General.

18.1. ToU Revisions. This ToU may only be revised in a writing signed by Exxat, or published by Exxat on the Site.

18.2. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Exxat as a result of this ToU or your use of the Site or the Service.

18.3. Assignment. Exxat may assign its rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without Exxat’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.

18.4. Severability. If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.

18.5. Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with this ToU, except as otherwise provided in Section 17.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

18.6. No Waiver. Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Exxat of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.

18.7. Notices. All notices given by you or required under this ToU shall be in writing and sent to support@exxat.com.

18.8. U.S. Government Rights. If you are, or are entering into this ToU on behalf of, any agency or instrumentality of the United States Government, the Software is “commercial computer software” and “commercial computer software documentation,” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Software are governed by the terms of this ToU.

18.9. Export Administration. You must comply with all export laws and regulations of the United States or any other country (“Export Controls”) and you shall not export, direct or transfer any portion of the Software, the Site or the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.

18.10. Equitable Remedies. You acknowledge and agree that Exxat would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.

18.11. Entire Agreement. This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and Exxat with respect to the Site and the Service and supersedes any and all prior agreements between you and Exxat relating to the Site and/or the Service.