Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless THE HEALHTY NAVEL and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Third-Party Service Providers (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website, Applications or Services; (iii) Your provision to THE HEALHTY NAVEL or any of the Indemnified Parties of information or other data; (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
GOVERNING LAW; JURISDICTION AND VENUE
This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Lake Worth, Florida and shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
Requirement of Arbitration.
You agree that any dispute, of any nature whatsoever, between You and MISSY BEAVERS arising out of or relating to this Agreement, shall be decided by neutral, binding arbitration before a representative of the American Arbitration Association (“AAA”) in Palm Beach County, Florida (unless You and MISSY BEAVERS mutually agree to a different arbitrator), who shall render an award in accordance with the substantive laws of Florida and the AAA’s rules & procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the AAA fees and reasonable attorney’s fees) to the prevailing party.
Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude You or MISSY BEAVERS from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or MISSY BEAVERS from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by MISSY BEAVERS. Upon termination, all rights, licenses and obligations created by this Agreement will terminate, except that Sections 1-4, 6-13, 16-30 will survive any termination of this Agreement.
Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website, Applications and Services. Subsequent to termination, MISSY BEAVERS reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website,, Applications and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
If MISSY BEAVERS, takes legal action against You in connection with any actual or suspected breach of this Agreement, either company will be entitled to recover from You as part of such legal action, and You agree to pay, THE HEALHTY NAVEL’s reasonable costs and attorneys’ fees incurred as a result of such legal action. Either company’s parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
All notices required or permitted to be given under this Agreement must be in writing. MISSY BEAVERS shall give any notice by email sent to the most recent email address, if any, provided by You to MISSY BEAVERS. You agree that any notice received from MISSY BEAVERS electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH MISSY BEAVERS IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY MISSY BEAVERS OF AN EMAIL TO THAT ADDRESS.
This Agreement constitutes the entire agreement between MISSY BEAVERS and You concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of MISSY BEAVERS or by the unilateral amendment of this Agreement by MISSY BEAVERS and by the posting by MISSY BEAVERS of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. MISSY BEAVERS may assign or transfer this Agreement at any time, with or without notice to You. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of MISSY BEAVERS. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and MISSY BEAVERS are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the MISSY BEAVERS Parties and the Indemnified Parties as and to the extent set forth in Sections 18, 21, 25 and 28(c), and MISSY BEAVERS’s licensors and suppliers as and to the extent expressly set forth in Section 23, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to MISSY BEAVERS or its licensors and suppliers, and would therefore entitle MISSY BEAVERS or its licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.