TERMS OF SERVICE

Last Updated:  October 5, 2011

Welcome to vizify.com (the "Site") provided by SteamFunk Labs Inc., a Delaware corporation d/b/a Vizify, with offices at 812 SW Washington St. Suite 800, Portland, OR 97205 ("Vizify").  Any person who wishes to access the Site to submit, review or retrieve any content or to otherwise use any services or offerings made available through the Site (collectively, the "Services") must accept the terms and conditions of these Terms of Service (this "Agreement") without change. 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU USE THE SERVICES.  BY CLICKING ON THE "I ACCEPT" BUTTON FOR ANY OF OUR SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, INCLUDING ANY MATERIALS AVAILABLE ON THE SITE INCORPORATED BY REFERENCE HEREIN, INCLUDING, WITHOUT LIMITATION, THE PRIVACY POLICY DESCRIBED IN SECTION 7 BELOW.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES.  ANY CONTINUED USE OF THE SERVICES SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT.

Vizify reserves the right to change any of the terms and conditions contained in this Agreement, including the Fees (as defined below) and Services, or any policies or guidelines governing the Site or Services, at any time and in its sole discretion.  While we will endeavor to provide direct notice to you of any changes, you are responsible for periodically checking the Site to determine if any changes have been made and we are not liable for your failure to do so or our failure to provide such direct notice to you.  Your continued use of the Site and the Services following any revision to this Agreement will constitute your acceptance of the changes or modifications to the Agreement.  If you do not agree to any changes to this Agreement, do not continue to use the Services or this Site.

Section 1 - Description of Services .  Subject to the terms and conditions of this Agreement, Vizify (or its third party hosting provider) will use commercially reasonable efforts to make the Services, as more specifically described on the Site, available to you during the term of this Agreement, including, the Trial Term and the Commercial Use Term (as such terms are defined in Section 2 below) ("Term").  The Services are available for your own personal use only, and not for the use or benefit of any third party.  You understand and agree that the Services are provided "AS IS" and "AS AVAILABLE" and that Vizify assumes no responsibility for the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services or any all materials displayed or performed on the Site, including, but not limited to text, graphics, news articles, photographs, images, illustrations, audio clips and video clips ("Content") or personalization settings.  You are responsible for obtaining and maintaining any equipment or ancillary services needed to access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service and any fees associated therewith.  You are also responsible for ensuring that such equipment or ancillary services are compatible with the Services.

Section 2 - Subscription Types .  This Agreement commences on the date this Agreement is accepted by you by selecting the "I accept" option presented on the screen after this Agreement is displayed (the "Effective Date").  If made available to you by Vizify, you may utilize the Services (or certain portions thereof) for an initial "free trial" term (the "Trial Term").  The Trial Term shall commence on the Effective Date and continue for a period of time to be determined by Vizify in its sole discretion.  During the Trial Term you may use the Services (or certain portions thereof) at no cost. Vizify reserves the right to terminate any Trial Term at any time immediately upon notice by charging fees (" Fees") for access to and/or use of Services at which time you may elect to use continue to use the Services for so long as you make timely payments to Vizify of any such Fees, subject to early termination under Section 12 (the "Commercial Use Term").

Section 3 - Eligibility & Registration .  Use of the Site and the Services is limited to persons authorized to use the Services or the Site under the terms of this Agreement (" Users") that lawfully can enter into and form contracts under applicable law.  Without limiting the generality of the foregoing, minors may not use the Services.  Every person who uses the Services hereby represents to Vizify that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. 

You also agree to: (a) provide true, accurate, current and complete information about yourself and your Vizify account as prompted by the Site's registration form, including, name, home and email address, telephone number, and, upon commencement of the Commercial Use Term, additional billing and credit card information (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Vizify has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Vizify has the right to suspend or terminate your account and refuse you any and all current or future use of the Services (or any portion thereof). 

Section 4 - License Grant and Restrictions .  During the Term, Vizify hereby grants you a limited, non-exclusive, non-transferable, worldwide right to access and use for your own benefit only the Services, subject to the terms and conditions of this Agreement.  All rights not expressly granted to you are reserved by Vizify.  You may not access the Services if you are a competitor of Vizify or for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purpose.  You also agree not to:  (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site or the Services in any way, including, without limitation, providing your User ID (as defined below) and password to any third party to allow such party to access and use the Services; (b) modify or make derivative works based upon the Site or the Services; (c) create Internet "links" to the Site or "frame" or "mirror" any portion of the Site on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Site or the Services  in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Site or Services.

Section 5 - Account, User ID, Password and Security .  To use the Services, you must register to create an account with Vizify. To create an account, (a) you may be asked to establish a password and user name designation upon completing the registration process, or (b) alternatively, if supported by Vizify, you may be required to login using your account credentials from third party social network and/or identity providers (any such account credentials, your "User ID").  Your User ID is for your personal use only and you may not allow any other party to use your User ID.  You are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under your User ID.  You agree to immediately notify Vizify of any unauthorized use of your password or User ID or any other breach of security of which you are aware.  Vizify is not liable for any loss or damage arising from your failure to comply with this Section 5.  You agree not to create multiple User IDs in an effort to obtain multiple rights to use the Service.

Section 6 - Vizify Privacy Policy; User Data .   Registration Data and certain other information about you are subject to our Privacy Policy.  For more information, see our full privacy policy at http:/vizify.com/privacy. You understand that through your use of the Site and Services you consent to the collection and use (as set forth in our Privacy Policy) of this information, including the transfer of this information for storage, processing, and use by Vizify and its affiliates or third party providers. 

In addition, you acknowledge and agree that through your use of the Site and Services certain data, including personally identifiable data (collectively, "User Data"), shared between you and applicable third party social network and/or identity providers (" Third Party Providers") will be processed, used and stored by Vizify (and its affiliates or third party service providers) in connection with Vizify's provision of the Services to you. Your accounts with Third Party Providers shall be subject to such Third Party Providers' then-current terms of use and privacy policies ("Third Party Policies") and Vizify shall not be responsible for any violation by any third party of the Third Party Policies.  You control how your User Data (and other Submitted Data (defined below)) is shared through Vizify's privacy and application settings.  However, unless you configure Vizify's applicable privacy and application settings otherwise, User Data (and other Submitted Data) may by publicly available via the Site and Services.  

In connection with your use of the Site and Services, you may elect to store, modify, and display certain User Data on Vizify's computer hardware, software, communications systems, network and other infrastructure ("Hosting Infrastructure"). In addition, Vizify may store and use certain activity log data relating to the use of the Site and Services ("System Activity Information") for billing and analytics purposes under this Agreement. Vizify (a) shall establish and maintain appropriate technical and organizational measures to protect against unauthorized access to any such User Data that is stored within its Hosting Infrastructure and (b) shall not, in any event, utilize User Data for any purpose other than to provide Site and Services to you.  Vizify may disclose or make publicly available aggregate customer System Activity Information on an anonymous basis.

Section 7 - Proprietary Rights; Submitted Content .  Vizify shall own all right, title and interest, including all related all patents, patent applications, mask works, copyrights, moral rights, trade secrets, know-how and other proprietary rights ("Proprietary Rights"), in and to all of Vizify's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Vizify in providing the Site and Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or Services.  The trademarks and service marks and other Vizify logos and product and service names are trademarks of Vizify (the "Vizify Marks").  Without Vizify's prior written permission, you agree not to display or use in any manner, the Vizify Marks.

Vizify does not claim ownership of any Content that you submit to the Site in the course of using the Services(including User Data obtained by or otherwise transferred to Vizify from Third Party Providers) (collectively, "Submitted Content").  You, and not Vizify, shall have sole responsibility for backing up any Submitted Content and for the accuracy, quality, integrity, legality, reliability, appropriateness and Proprietary Rights or right to use all Submitted Content, and Vizify shall not be responsible for the deletion, correction, destruction, damage, loss or failure to store any Submitted Content.  However, with respect to any Submitted Content, all you hereby grant Vizify a worldwide, royalty-free, non-exclusive, perpetual, irrevocable and fully sublicensable license to use, store, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Submitted Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed on the Site for the purposes of providing the Services to you. 

In the event this Agreement is terminated (other than by reason of your breach), Vizify will use commercially reasonable efforts to allow you to retrieve  any applicable Submitted Content upon written request within thirty (30) days following such termination if you so request at the time of termination. Vizify shall be entitled to remove or discard any files after the expiration of this thirty (30) day term.  Vizify reserves the right to withhold, remove or discard Submitted Content without notice for any breach, including, without limitation, your non-payment of any Fees.  Upon a termination of this Agreement by Vizify for cause, your right to access or use Submitted Content immediately ceases, and Vizify shall have no obligation to maintain or forward any Submitted Content.  Vizify shall not be liable or responsible for any losses or damages caused by removal or deletion of files.

Section 8 - User Conduct .  You shall at all times comply with any Vizify guidelines communicated or made available to you related to the Site or Services. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated.  This means that you, and not Vizify, are entirely responsible for all Content that you upload, post, transmit, or otherwise make available via the Site or Services.  Vizify does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity, or quality of such Content.  You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable.  Under no circumstances will Vizify be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Site or the Services.

In addition to any additional restrictions communicated or made available to you by Vizify, you also agree to not use the Services to:

  1. 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;
  2. harm minors in any way;
  3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
  4. upload, post, 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;
  5. upload, post, transmit or otherwise make available any Content that infringes the Proprietary Rights of any party;
  6. upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials or any other form of solicitation;
  7. upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  8. interfere with or disrupt the Site or the Services or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
  9. intentionally or unintentionally violate any applicable local, state, national or international law;
  10. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through i above; and/or
  11. do anything that Vizify determines inappropriate.

You acknowledge and agree that Vizify and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.  You acknowledge, consent and agree that Vizify 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 the terms of 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 Vizify, its users and the public.

Section 9 - Third Party Interactions .  During your use of the Services, you may enter into correspondence or agreements with, purchase goods and/or services from, or participate in promotions of other third parties.  Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party.  Vizify shall not be liable or responsible for any losses or damages caused by such activity.

Section 10 - Fees and Billings .  During the Commercial Use Term, Fees for Services (or portions thereof) may be charged on either a subscription or one-time fixed fee basis and you agree to pay all Fees associated with the Services purchased by you.  You will generally be billed in advance for all applicable Fees. You must provide Vizify with valid credit card and/or other information required during the registration process and Vizify will charge your credit card for all applicable Fees accordingly. Unless you terminate your account in accordance with Section 12 below, you are responsible for all recurring Fees charged on a subscription fee basis and Vizify will continue to bill you (and charge your credit card) in advance for the applicable billing period for Fees.  All Fees are nonrefundable. You shall pay all applicable taxes relating to use of the Services through your account.

Vizify reserves the right at any time to charge additional Fees for access to the Services (or portions thereof).  Vizify reserves the right to change the amount of, or basis for determining, any Fees for the Services, and to institute new Fees effective upon at least thirty (30) days prior notice to you.  Therefore, if at any time Vizify requires a fee for portions of the Services that are now free, Vizify will give you advance notice of such Fees. Vizify reserves the right to offer special offers of the Services and to provide the Services at no charge for promotional reasons or otherwise (such as a free trial (in addition to the Trial Term)).

Section 11 - Non-Payment and Suspension .  Your right to use the Site and Services is subject to any limits established by Vizify or by your credit card issuer.  If payment cannot be charged to your credit card or your charge is returned to Vizify for any reason, including chargeback, Vizify reserves the right to either suspend or terminate your access and account, thereby terminating this Agreement and all obligations of Vizify hereunder.  If you have a balance due on your Vizify account, you agree that Vizify can charge these unpaid Fees to your credit card.  In cases where you fail payment under this Agreement, you shall bear default interest after the due date at the rate of 18% per year or the highest amount permitted by applicable law (whichever is less), which shall be calculated on a per diem basis of a year of 365 days.

Section 12 - Termination; Survival .  Either you or Vizify may terminate this Agreement at any time by notifying the other party in writing (including via email communication).  Vizify shall be entitled to terminate this Agreement, and also terminate or suspend any and all Services and your access to the Site immediately in Vizify's reasonable discretion, without prior notice or liability, if you fall under any of the following items:   

1.       You breach any of the provisions in this Agreement;

2.       You become insolvent, or an application for a proceeding for the bankruptcy or other similar proceeding has been instituted by you or against you;

3.       Your entity dissolves, liquidates, is wound-down, ceases to do business, sells or disposes of all or substantially all of its assets or is acquired (by sale of stock or otherwise);

4.       Vizify determines that continuation of the Services for you is not permitted by applicable law or is otherwise inappropriate.

All Fees paid hereunder are non-refundable.  Upon termination of your account, your right to access the Site and use the Services will immediately cease.  Sections 6, 7, 10, 11, 14 through 18 and 21 shall survive termination of this Agreement for any reason; provided, however, that Section 10 and 11 shall survive if and to the extent that any Fee or default interest remains unpaid.

Section 13 - Technical Support Services .  Vizify does not offer and will not provide any technical support services during the Trial Term.  Technical support services may be available during the Commercial Use Term, in Vizify's sole discretion, and the terms and conditions of any such services shall become effective upon posting of the applicable revision to this Agreement and a notice on the Site.

Section 14 - Links .  The Site may provide, or third parties may provide, links to or portions of other third party sites or resources.  Because Vizify has no control over such sites and resources, you acknowledge and agree that Vizify is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources.  You further acknowledge and agree that Vizify shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Section 15 - Indemnity .  You agree to indemnify and hold Vizify, and its subsidiaries, affiliates, shareholders, officers, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Submitted Content you submit, post, transmit or make available through the Services, your use of the Services, your access to the Site, your violation of this Agreement, including, without limitation, the restrictions in Section 8 above, or your violation of any applicable law or infringement of any intellectual property or other right of any other person or entity. 

Section 16 - Disclaimer of Warranties .  YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a)        YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK.  THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.  VIZIFY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b)        VIZIFY MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

(c)        ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(d)        VIZIFY MAKES NO WARRANTY THAT ANY OF YOUR SUBMITTED CONTENT WILL NOT BE LOST OR BECOME UNRETRIEVABLE.  FOR THIS AND OTHER REASONS, YOU ACKNOWLEDGE AND UNDERSTAND THE IMPORTANCE OF BACKING UP ALL SUBMITTED CONTENT AND FILES TO ANOTHER STORAGE MECHANISM PRIOR TO USE OF THE SERVICES.  YOU UNDERSTAND AND ACCEPT THE RISKS IF YOU DECIDE NOT TO BACK UP SUBMITTED CONTENT AND FILES.  NEITHER VIZIFY NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY SUBMITTED CONTENT, FILES OR DATA.

Electronic Communications Privacy Act Notice (18USC 2701-2711): VIZIFY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE SITE.  Vizify will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Vizify's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.

Section 17 - Internet Delays .  The Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications.  Vizify is not responsible for any delays, delivery failures, or other damages resulting from such problems, including, without limitation, problems in the transmission of data between the Site and your web browser.

Section 18 - Limitation of Liability .  YOU EXPRESSLY UNDERSTAND AND AGREE THAT VIZIFY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VIZIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Section 19 - No Third Party Beneficiaries .  You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

Section 20 - Notice and Procedure For Making Infringement Claims .  Vizify respects the intellectual property of others, and we ask our Users to do the same.  Vizify may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who may be infringers.  If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Vizify's Copyright Agent the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Site;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Vizify's Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

Attn: Legal Support, DMCA Notices

STEAMFUNK LABS INC.

2937A NE Glisan St. Suite 4

Portland, OR 97232

 Section 21 - General Information.

21.1     Entire Agreement.  This Agreement, inclusive of the Privacy Policy, constitutes the entire agreement between you and Vizify and governs your use of the Services, superseding any prior agreements between you and Vizify with respect to the Site and the Services. 

21.2     Choice of Law and Forum.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Oregon, without giving effect to any conflicts of laws principles that require the application of the law of a different state.  Venue in any suit or action between the parties arising out of or relating to the Agreement shall be in either the Circuit or District Court for Multnomah County, Oregon or the United States District Court for the District of Oregon in Portland, Oregon.

21.3     Waiver and Severability of Terms.  The failure of Vizify to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

21.4     Assignment.  This Agreement is not assignable, transferable or sublicensable by you except with Vizify's prior written consent.  Any attempt to assign or transfer in violation of the foregoing shall be null and void.  Vizify shall be entitled to transfer this Agreement and/or any rights and obligations under this Agreement for any reason including, without limitation, in connection with the acquisition of all or substantially of its capital stock or assets, whether by merger, operation of law or otherwise.

21.5     Force Majeure.  Vizify shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Vizify's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference), fire, power cut, hacking, attack of computer virus, earthquake, flood, war, embargo, strike, riot, inability to secure materials and transportation facilities, or the intervention of any governmental authority.

21.6     Confidentiality.  "Confidential Information" referred to in this Section includes any and all information relating to technologies, business, operation, finance, organization or others provided or disclosed by Vizify to you in writing, orally, through recording media or in any manner in the transactions under this Agreement.  Confidential Information shall not include information which (i) is already publicly known or known to you prior to the provision or disclosure; (ii) is or becomes publicly known through no wrongful act of you; (iii) is rightfully received by you from an authorized third party without any obligation of confidentiality; or (iv) is approved by written authorization of Vizify.  You shall not use Confidential Information beyond the purposes of this Agreement, and shall not, without prior written consent of Vizify, disclose or divulge Confidential Information to any third party.  You shall promptly return to the Vizify, destroy or otherwise dispose of Confidential Information, documents and recording media containing Confidential Information, and copies thereof in accordance with Vizify's instruction, upon the termination of this Agreement or Vizify's request at any time.