This Software License and Terms of Service Agreement (the “Agreement”) for the DarrowHill,
the website at darrohill and all other online
properties and websites owned or operated by Darrow Hill Limited (the “Service”) is a legal contract
between the individual
accepting and agreeing to this Agreement (“you”) and DarrowHill. As used in this
Agreement, “DarrowHill”, "DarrowHill" means Darrow Hill Limited.
This Software License and Terms of Service Agreement (the "Agreement") for the Darrow Hill Limited,
the website at darrohill, and all other online
properties and websites owned or operated by Darrow Hill Limited is a legal contract between the
individual accepting and agreeing to this Agreement ("you") and Darrow Hill Limited
Please read carefully the terms and conditions of this agreement.
By clicking the “install” button to initiate the installation of the DarrowHill
you acknowledge that you have read, understood, and agree to be bound by all of the terms and
of this agreement including the requirement of binding arbitration for all legal disputes.
If you do not agree to all of the terms and conditions of this agreement,
click the “i decline” button and the DarrowHill software will not be installed
on your device.
If you do not agree to this agreement,
you must destroy, return or delete all copies of the DarrowHill software in your
By clicking the “Install” button or by otherwise registering for,
accessing or using the Service, you represent and warrant that you are Eligible (as defined below)
and have not been previously suspended or removed from the Service by DarrowHill.
As provided in greater detail in this Agreement (and without limiting the express language of this
you acknowledge the following:
the Service is licensed, not sold to you, and you may use the Service only as set forth in this
the use of the Service may be subject to separate third party terms of service and fees,
without limitation, your mobile network operator’s or Internet provider’s terms of service and
including fees charged for data usage and overage, which are your sole responsibility;
you consent to the collection, use and disclosure of your personally identifiable information in
we provide the DarrowHill Software to you on an “as is” basis without
of any kind and DarrowHill’s liability to you is limited;
disputes arising between you and DarrowHill will be resolved by binding
By accepting this Agreement, as provided in greater detail in Section 15 below, you and
are each waiving the right to a trial by jury or to participate in a class action; and
if you post any User Content that is prohibited by this Agreement, then we may—but have no
any remedial action that we, in our sole discretion, deem necessary and/or appropriate under the
such as, without limitation, suspending or terminating your account, removing your User Content,
and/or reporting you to law enforcement authorities, either directly or indirectly.
1. The Service
DarrowHill provides the Service by establishing a secure Virtual Private Network
connection when connecting to the Internet. The Service’s VPN utilizes a proxy Internet Protocol
(“IP”) address (a “Proxy IP Address”).
Free and Subscription Service. You may choose whether to use the free Service or the
or Premium Service (the “Paid Service”). If you choose to use the free Service, DarrowHill may
deliver third-party advertisements (“Advertisements”) to you.
If you choose to use the Paid Service, DarrowHill will not deliver any
Advertisements to you.
Eligibility. The service is not available to persons who are not eligible or to any users
terminated or removed from the service by DarrowHill. “Eligible” means, with
respect to the Paid Service,
18 years of age or older, and with respect to the free Service, 16 years of age or older. By
downloading, using or accessing the Service,
you represent and warrant that you are Eligible or have the permission of a parent or guardian
to use the Service.
Notwithstanding the foregoing, if you are under 16 years of age, then you must not use or access
the service at any time or in any manner.
Your privacy is important to DarrowHill. DarrowHill’s
Policy carefully for information relating to DarrowHill’s collection, use, and
disclosure of your personal information.
3. Modification Of This Agreement
DarrowHill reserves the right, at our discretion, to make non-material changes
to this Agreement at any time. Please check this Agreement and any guidelines notified to you by
DarrowHill periodically for changes. In the event that a change to this Agreement
materially modifies your rights or obligations, we will make reasonable efforts to notify you at
least 30 days in advance of the effective date of such change. We may provide notice through a
pop-up or banner within the Service, by sending an email to any address you may have used to pay for
the DarrowHill Software Paid Service, or through other reasonable means. If you
do not agree to the changed Agreement you must discontinue your use of the Service. If you are a
user of the DarrowHill Software Paid Service and you elect to discontinue use of
the Service due to a material change in this Agreement, we will provide you with a refund as
described in Section 9 below. All other changes are effective upon publication of the changed
4. User Content
User Content Generally. Certain features of the Service, such as the DarrowHill Software Help
Desk, may permit users to post content, including messages, reviews, data,
text, and other materials (collectively, “User Content”) and to publish User Content on the
Service. You retain copyright and any other proprietary rights that you may hold in the User
Content that you post to the Service.
Limited License Grant to DarrowHill. By posting or publishing User Content,
you grant DarrowHill a worldwide, non-exclusive, royalty-free, perpetual,
irrevocable right and license (with the right to sublicense) to host, store, transfer, display,
perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media
formats and through any media channels (now known or hereafter developed) without any
compensation paid to you.
User Content Representations and Warranties. You are solely responsible for your User Content
and the consequences of posting or publishing User Content. By posting and publishing User
Content, you affirm, represent, and warrant that: (A) You are the creator and owner of, or have
the necessary licenses, rights, consents, and permissions to use and to authorize DarrowHill and
users of the Service to use and distribute your User Content as
necessary to exercise the licenses granted by you in this Section 4 and in the manner
contemplated by DarrowHill and this Agreement; and (B) your User Content,
and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or
misappropriate any third-party right, including any copyright, trademark, patent, trade secret,
moral right, privacy right, right of publicity, or any other intellectual property or
proprietary right; or (ii) slander, defame, or libel any third party.
User Content Disclaimer. We are under no obligation to edit or control User Content that you or
other users of the Service post or publish, and will not be in any way responsible or liable for
User Content. DarrowHill may, however, at any time and without prior notice,
screen, remove, edit, or block any User Content that in our sole judgment violates this
Agreement or is otherwise objectionable. You understand that when using the Service, you will be
exposed to User Content from a variety of sources and acknowledge that User Content may be
inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any
legal or equitable rights or remedies you have or may have against DarrowHill with respect to
User Content. To the fullest extent permitted by law, we expressly
disclaim any and all liability in connection with User Content. If notified by a user of the
Service or content owner that User Content allegedly does not conform to this Agreement, we may
investigate the allegation and determine in our sole discretion whether to remove the User
Content, which we reserve the right to do at any time and without notice. For clarity,
DarrowHill does not permit copyright-infringing activities on the Service.
5. The DarrowHill Software
DarrowHill Software License. The Service, including the DarrowHill Software, is licensed, not
sold, to you. Subject to the terms and conditions
set forth in this Agreement, DarrowHill grants you a limited, revocable,
nonexclusive, personal, nontransferable license during the term of this Agreement to install and
use one (1) copy of the provided version of the DarrowHill Software in
object code format, to access the Service for internal and personal purposes only. The
DarrowHill Software is “in use” on a Device for purposes of this paragraph when it is
loaded into the temporary memory (e.g., RAM) or installed into the permanent memory (e.g., hard
disk, CD-ROM or other storage device) of a Device.
DarrowHill Software License Restrictions. You may not (and may not allow a
third party to) rent, lease, sublicense, sell, assign, loan, use for timesharing or service
bureau purposes or otherwise transfer the DarrowHill software or any of your
rights and obligations under this agreement. You may not (and may not allow a third party to):
(a) reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover any
source code, underlying ideas, underlying user interface techniques or algorithms of the
DarrowHill Software by any means whatsoever, except to the extent that such
restriction is expressly prohibited by applicable law; (b) remove or destroy any copyright
notices or other proprietary markings; (c) attempt to circumvent any use restrictions; (d)
modify or adapt the DarrowHill Software, merge the DarrowHill Software into another program or
create derivative works based on the DarrowHill Software; or (e) use, copy or distribute the
without DarrowHill’s written authorization, except that you may make one (1)
copy of the DarrowHill Software for archival or backup purposes only.
Content Restrictions. You may not (and may not allow a third party to) copy, reproduce, capture,
store, retransmit, distribute, or burn to cd (or any other format) any copyrighted content that
you access or receive while using the DarrowHill software or the service.
You assume all risk and liability for any such prohibited use of copyrighted content.
Recurring Payments for Paid Service using DarrowHill Software.When you
purchase a subscription to DarrowHill’s Paid Service in connection with your
use of the DarrowHill Software, DarrowHill will
automatically renew your subscription to the Paid Service at the end of its initial term and at
the end of each term thereafter. The renewal term will be for the same period of time as the
initial term. This period of time is known as the Subscription Period. At the conclusion of each
subscription term, you will automatically be billed for the DarrowHill Paid
Service for a renewal subscription term lasting a period of time equal to the Subscription
Period. The DarrowHill Paid Service fee is non-refundable except as
expressly set forth in this Agreement. Taxes may apply on the subscription fee. You agree to pay
for the subscription that you select for the Paid Service and you authorize us to automatically
charge the payment method our service provider has on file for your recurring payments. If the
payment mechanism (such as a credit card) we have on file for you is declined for payment of
your Paid Service subscription fee, we may retry the payment mechanism at the same or lower
rate. If we do not obtain payment, your Paid Service subscription will be canceled. If you
provide us with a new form of payment and are successfully charged within 30 days after the
renewal date, your new Paid Service subscription term will be based on the original renewal date
and not the date of the successful charge. If your Paid Service is terminated, you may be
entitled to a refund, subject to limitations provided in Section 9 of this Agreement. You are
responsible to canceling your subscription regardless of whether you receive any notice from
DarrowHill about the renewal of that subscription. In the event that your
payment mechanism expires prior to the renewal date of your subscription, you are responsible
for updating a new payment mechanism in your DarrowHill account before the
renewal date of your subscription to the Paid Service. To the fullest extent permitted by law,
DarrowHill makes no representations or warranties about the continued
availability of any particular form of payment method made available for use with the Service.
Several methods of cancelling the automatic renewal of your DarrowHill Paid
Service subscription are available to you, and are described at the website
https://support.apple.com/en-us/ . Once you have cancelled your automatic renewal, recurring
subscription fees for DarrowHill Paid Service fees will no longer be charged
to the payment method we have on file for your account, and your subscription will remain active
only until the end of the term for which you have fully paid the DarrowHill
Paid Service fee. Unless you notify us before a charge that you want to cancel or do not want to
auto renew, you understand your paid service subscription will automatically renew periodically
and you authorize us to collect the then-applicable paid service subscription fee plus any
applicable taxes, using any payment method we have on record for you. DarrowHill currently uses
third-party payment processors for electronic commerce. Our third-party
e-commerce payment processor accepts payments through methods detailed on the applicable payment
screen, which may include various credit cards. By using such third-party payment processors,
you agree to their terms and conditions of use. Such third parties may charge fees to process
payments. We may, but are not required to, pay certain fees at our sole discretion. To the
fullest extent permitted by law, DarrowHill disclaims all liability with
regard to any fees or problems you have with third-party payment processors.
6. The Service
Availability. You may use the DarrowHill Software solely to access the
Service. A computer or other equipment enabled to access the Internet (a “Device”) is required
to utilize the Service. You are solely responsible for ensuring that your Device is sufficient
and compatible for use with the Service. The speed and quality of the Service may vary and the
Service is subject to unavailability, including emergencies, third party service failures,
transmission, equipment or network problems or limitations, interference, signal strength, and
maintenance and repair, and may be interrupted, refused, limited or curtailed.
Denial of Access; DarrowHill reserves the right to modify or discontinue the
Service at any time without notice. If you are a user of the Paid Service, you may be entitled
to a refund as described in Section 9 below. DarrowHill may deny access to
the Service without any prior notice if you breach this Agreement, and may terminate your use of
the Service as described in Section 9 below. You shall not allow any third party to access the
Service from your Device.
Trusted Publisher. As part of the Service, DarrowHill may install its own
certificate on your Device as a Trusted Publisher (as defined by your Internet browser).
DarrowHill reserves the right to make future installs or updates to such
certificates on your Device in connection with providing the Service at any time without notice.
7. Prohibited Conduct
BY USING THE DarrowHill SOFTWARE OR THE SERVICE YOU AGREE NOT TO:
use the DarrowHill Software or the Service for any fraudulent, harassing or
abusive purpose, or so as to damage or cause risk to our business, reputation, employees,
subscribers, facilities, or to any person;
rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the Service, the
DarrowHill Software or any Materials (as defined in Section 10, below);
delete the copyright or other proprietary rights on the DarrowHill Software
or the Service;
use the DarrowHill Software or the Service for any illegal purpose, or in
violation of any local, state, national, or international law;
use the Service or the DarrowHill Software for any commercial use, it being
understood that the DarrowHill Software and the Service is for personal,
non-commercial use only;
use the DarrowHill Software or the Service if you are not Eligible;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the
DarrowHill Software or the Service, features that prevent or restrict use or
copying of the DarrowHill Software, or features that enforce limitations on
the use of the Service;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the
Service or the DarrowHill Software or any part thereof, except to the extent
that such restriction is expressly prohibited by applicable law;
modify, adapt, translate or create derivative works based upon the DarrowHill Software or the
Service or any part thereof;
intentionally interfere with or damage operation of the Service, by any means, including
uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
8. Third-Party Transactions
Advertisements. If you are using the free Service, DarrowHill may deliver
third-party Advertisements. You hereby acknowledge and consent that DarrowHill may deliver third
party Advertisements to overlay a page or as an interstitial. DarrowHill reserves the right to
prevent your access to the Service or continued use
thereof if you violate this Agreement, engage in fraud or copyright infringement, or employ an
ad-blocking product or other software or mechanism that prevents you from participating in
advertising programs, surveys, or other activities that involve delivery of Advertisements or
other monetization of the Service. DarrowHill does not endorse any
information, materials, products, or services contained in or accessible through Advertisements.
Accordingly, your correspondence or business dealings with, or participation in promotions of,
advertisers found on or through the Service are solely between you and such advertiser. ACCESS
AND USE OF ADVERTISEMENTS, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR
AVAILABLE THROUGH ADVERTISEMENTS SITES IS SOLELY AT YOUR OWN RISK.
Third Party Policies. If You choose to access and use third-party websites, services or content,
or purchase products from third parties, including without limitation through third-party
payment vendors while using the Paid Service, or through Advertisements while using the free
Service, your personal information may be available to a third-party content provider. If you
choose to visit or use any third-party products or services, DarrowHill
policies and this Agreement will not apply to your activities or any information you disclose
while using third-party products or services or otherwise interacting with third parties. How
third parties handle and use your personal information related to their sites and services is
governed by their security, privacy and other policies, if any, and not our policies. DarrowHill
has no responsibility for any third party’s policies, or any third party’s
compliance with them.
9. Termination, Refunds, Terms Of Service Violations
Termination by DarrowHill. For users of the free Service, You agree that DarrowHill, in its sole
discretion, for any or no reason, and without penalty,
may terminate your use of the Service or the DarrowHill Software at any
time, and that DarrowHill may also in its sole discretion and at any time
discontinue providing access to the Service, or any part thereof, with or without notice. You
agree that any termination of your access to the Service may be effected without prior notice
and you agree that DarrowHill will not be liable to you or any third party
for any such termination. For users of the Paid Service, You agree that DarrowHill, in its sole
discretion, for any or no reason, may terminate your use of the Service or
the DarrowHill Software at any time, and that DarrowHill
may also in its sole discretion and at any time discontinue providing access to the Service, or
any part thereof, with or without notice. If such termination or discontinuation occurs during a
period for which you are a paid subscriber to the Paid Service, You may be entitled to a
pro-rated refund of your current subscription payment amount in connection with your use of the
Paid Service. If your account is terminated due to your breach of this Agreement during the
relevant cancelation period, you will not be eligible for a refund. All refunds are issued at
DarrowHill’s sole discretion and any request for refund may be denied for
any or no reason. You agree that any termination of your access to the Service may be effected
without prior notice and you agree that DarrowHill will not be liable to you
or any third party for any such termination beyond the refund described in this Section 9.1. If
you have been terminated from the Paid Service and wish to request a refund, please email
customer service at [email protected]
and describe the circumstances relating to the
termination or discontinuation of your use of the Service. Any suspected fraudulent, abusive or
illegal activity may be referred to appropriate law enforcement authorities. These remedies are
in addition to any other remedies DarrowHill may have at law or in equity.
Termination by You. You may terminate this Agreement at any time by discontinuing use of all
parts of the Service and certifying in writing to DarrowHill that all copies
of the DarrowHill Software have been destroyed or deleted from any of your
Device or other storage devices.
10. Ownership, Proprietary Rights
The DarrowHill Software and the Service are owned and operated by DarrowHill and its partners.
The visual interfaces, graphics, design, compilation, information, computer code (including source
code or object code), products, software, services, and all other elements of the Service or the
DarrowHill Software provided by DarrowHill (the “Materials”) are
protected by United States copyright, trade dress, patent, and trademark laws, international
conventions, and all other relevant intellectual property and proprietary rights, and applicable
laws. All Materials contained on the DarrowHill Software or Service (excluding
any Materials on third-party websites) are the property of DarrowHill or its
subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks,
and trade names are proprietary to DarrowHill or its affiliates and/or
third-party licensors. Except as expressly authorized by DarrowHill, You agree
not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish,
edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
DarrowHill reserves all rights not expressly granted in this Agreement.
To the fullest extent permitted by law, You agree to indemnify, save, and hold DarrowHill, its
affiliated companies, contractors, subcontractors, officers, directors, shareholders,
employees, agents and its third-party suppliers, licensors, and partners (the “DarrowHill Entities”)
harmless from any claims, losses, damages, liabilities, including legal fees
and expenses, arising out of your misuse of the DarrowHill Software or Service,
any violation by You of this Agreement, or any breach of the representations, warranties, and
covenants made by You herein. DarrowHill reserves the right, at your expense, to
assume the exclusive defense and control of any matter for which you are required to indemnify the
DarrowHill Entities, and you agree to cooperate with DarrowHill’s defense of these claims.
DarrowHill will use reasonable efforts to
notify you of any such claim, action, or proceeding upon becoming aware of it.
The DarrowHill Software and the Service may be subject to United States export
controls. You may not export or re-export the DarrowHill Software without: (a)
the prior written consent of DarrowHill, (b) complying with any applicable
export control laws, and (c) obtaining all appropriate permits and licenses. In any event, You may
not remove or export from the United States or allow the export or re-export of any part of the
DarrowHill Software or the Service in violation of any restrictions, laws or
regulations of the United States Department of Commerce, the United States Department of Treasury
Office of Foreign Assets Control, or any other United States or foreign agency or authority. As
defined in FAR section 2.101, the DarrowHill Software and the Service are
“commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be
“commercial computer software” and “commercial computer software documentation.” Consistent with
DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release,
performance, display, or disclosure of such commercial software or commercial software documentation
by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited
except to the extent expressly permitted by this Agreement. The DarrowHill
Software and the Service may contain information that is controlled and restricted from export by
the United States export controls restrictions, regulations, and laws described above (the
“Controlled Information”). If DarrowHill, in its sole discretion, determines
that it cannot implement the Service in a manner to exclude access to Controlled Information where
required, if you are in a country or territory that is subject to such regulation, you shall not be
provided access to the Service.
13. Disclaimers, No Warranties
The following provisions of this section 13 apply to the fullest extent permitted by law:
No Warranties. DarrowHill and the DarrowHill entities
disclaim all warranties, statutory, express or implied, including, but not limited to, implied
warranties of merchantability, fitness for a particular purpose, and non-infringement of
proprietary rights. No information, whether oral or written, obtained by you from DarrowHill or
through the service will create any warranty not expressly stated herein.
You expressly acknowledge that as used in this section 13 the term DarrowHill includes the
“As is” and “As available” and “With All Faults”. You expressly agree that use of the service
and the DarrowHill software is at your sole risk. The service, the DarrowHill software and any
data, information, third-party DarrowHill software, services, or applications made available in
conjunction with or through the
service are provided on an “as is” and “as available”, “with all faults” basis and with no
assurances that the DarrowHill software or the service will withstand
attempts to evade security mechanisms or that there will be no cracks, bugs, disablements or
other circumvention. DarrowHill and the DarrowHill
entities do not warrant that the service will be uninterrupted or free of errors, viruses or
other harmful components and do not warrant that any of the foregoing will be corrected. You
understand and agree that you use, access, download the DarrowHill software
and otherwise obtain or transmit materials, data, or other content while using the service at
your own discretion and risk.
14. Limitation Of Liability And Damages
The following provisions of this section 14 apply to the fullest extent permitted by law:
Limitation of Liability. Under no circumstances, including, but not limited to, negligence, will
DarrowHill or the DarrowHill entities be liable for any
special, indirect, incidental, consequential, punitive, reliance, or exemplary damages
(including without limitation damages arising from any unsuccessful court action or legal
dispute, lost business, lost revenues, or loss of anticipated profits or any other pecuniary or
non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to this
agreement or that result from your use of or your inability to use the service or DarrowHill
software, or any other interactions with DarrowHill,
even if DarrowHill or an DarrowHill authorized
representative has been advised of the possibility of such damages.
Limitation of Damages. In no event will the total liability of DarrowHill or
its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers
to you for all damages, losses, and causes of action arising out of or relating to this
agreement or your use of the service or the DarrowHill software (whether in
contract, tort including negligence, warranty, or otherwise), exceed the amount paid by you, if
any, for accessing the DarrowHill software and the service during the twelve
months immediately preceding the date of the claim or twenty five united states dollars,
whichever is greater.
Basis of the Bargain. You acknowledge and agree that DarrowHill has offered
the DarrowHill software and the service, set its prices, and entered into
this agreement in reliance upon the warranty disclaimers and the limitations of liability set
forth herein, that the warranty disclaimers and the limitations of liability set forth herein
reflect a reasonable and fair allocation of risk between you and DarrowHill,
and that the warranty disclaimers and the limitations of liability set forth herein form an
essential basis of the bargain between you and DarrowHill. DarrowHill would not be able to
provide the service or the DarrowHill software to you on an economically reasonable basis
without these limitations.
Consumer End Users (Outside of the USA). This Section 14.4 applies only if you reside and use
the Service and DarrowHill Software outside of the United States. (A)
Warranties. The limitations or exclusions of warranties and liability contained in this
Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person
acquiring goods for solely personal use otherwise than in the course of business outside of the
U.S.A. The limitations or exclusions of warranties, remedies or liability contained in this
Agreement apply to you to only the extent such limitations or exclusions are permitted under the
laws of the jurisdiction where you are located. (B) Data Transfer. If You are accessing the
Service from any region with laws or regulations governing personal data collection, use, and
disclosure, that differ from United States laws, please be advised that through your continued
use of the DarrowHill Software and the Service, which are governed by U.S.
law and this Agreement, you may be transferring your personal information to the United States
and you consent to that transfer.
15. Dispute Resolution And Arbitration
Generally. In the interest of resolving disputes between you and DarrowHill
in the most expedient and cost effective manner, you and DarrowHill agree
that any and all disputes arising out of or relating in any way to this Agreement or your use of
the Service shall be resolved by binding arbitration. Arbitration is more informal than a
lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow
for more limited discovery than in court, and can be subject to very limited review by courts.
Arbitrators can award the same damages and relief that a court can award. Our agreement to
arbitrate disputes includes, but is not limited to all claims arising out of or relating to any
aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or
any other legal theory, and regardless of whether the claims arise during or after the
termination of this Agreement. You understand and agree that, by entering into this agreement,
you and DarrowHill are each waiving the right to a trial by jury or to
participate in a class action.
Notwithstanding Section 15.1, you and DarrowHill agree that nothing herein
shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an
inidual action in small claims court, (ii) pursue enforcement actions through applicable
federal, state, or local agencies where such actions are available, (iii) seek a temporary
restraining order or preliminary injunctive relief in a court of law in aid of arbitration, or
(iv) to file suit in a court of law to address intellectual property infringement claims.
Notice. DarrowHill may provide you with notices, including those regarding
changes to this Agreement, by posting the notice through the Service. Notice will be deemed
given twenty-four hours after posting.
Waiver. The failure of DarrowHill to exercise or enforce any right or
provision of this Agreement will not constitute a waiver of such right or provision. Any waiver
of any provision of this Agreement will be effective only if in writing and signed by
Governing Law. This Agreement will be governed by and construed in accordance with the laws of
the State of California, without giving effect to any principles of conflicts of law except
payments disputes filed by customer's domiciled in the European Community or Switzerland will be
treated according to Swiss law.
Jurisdiction. You agree that in the event of a dispute that is not subject to arbitration
pursuant to Section 15, or if Section 15 is found to be unenforceable, any action at law or in
equity arising out of or relating in any way to this Agreement or DarrowHill
will be filed only in the state or federal courts located in the City and County of San
Francisco, California, and You hereby consent and submit to the personal and exclusive
jurisdiction of such courts for the purposes of litigating any such action.
Severability. If any provision of this Agreement is held to be unlawful, void, or for any reason
unenforceable, then that provision will be limited or eliminated from this Agreement to the
minimum extent necessary and will not affect the validity and enforceability of any remaining
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be
transferred or assigned by you, but may be assigned by DarrowHill without
restriction. Any assignment attempted to be made in violation of this Agreement shall be void.
Survival. Upon termination or expiration of this Agreement for any reason, the following
provisions will survive such termination or expiration: Sections 4.2, 5.3, and 10 through 16.
Headings. The heading references herein are for convenience purposes only, do not constitute a
part of the terms of this Agreement, and will not be deemed to limit or affect any of the
Entire Agreement. This Agreement constitutes the entire agreement between you and DarrowHill
relating to the subject matter herein and will not be modified except in
writing, signed by both parties.
Time Limit for Claims. You and DarrowHill agree that any cause of action
arising out of or related to the service or software must commence within one (1) year after the
cause of action accrues. Otherwise, such cause of action is permanently barred.
Disclosures. The Service and DarrowHill Software set forth hereunder are
offered by DarrowHill LTD. You may email DarrowHill at: