This website, and any other website on which these User Terms of Service appear, and any software, mobile applications, products, devices, or other services offered by Sub360 and other services offered through third parties integrating Sub360 functionality (collectively, “Offerings”), are made available by Sub360, Inc., its subsidiaries, and/or affiliates (Sub360, its subsidiaries, and affiliates are collectively, “we”, “us”, “our”, or “Sub360“). You may access and use the Offerings only under the following User Terms of Service, including any product-specific, supplemental or other terms referencing or linked to these User Terms of Service (“Special Terms”). These User Terms of Service, the Sub360 Online Subscription Agreement and any applicable Special Terms are collectively the “Terms”. If there is any conflict between these User Terms of Service and the Terms, the Terms will control in relation to their subject matter.

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These Terms apply to you and your use of the Offerings. By registering, accessing, or using the Offerings you agree to these Terms, Sub360's Privacy Notice, and any other policies identified herein, which are incorporated by reference into these Terms. If you are using the Offerings on behalf of your employer or a legal entity, you represent and warrant that you are authorized to bind your employer or that entity to these Terms. In addition, these Terms apply to and are binding on anyone who is authorized by the employer or legal entity to access or use the Offerings. 

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If your use of a given Offering is governed by a separate Subscription and Services Agreement, Master Services Agreement, or similar agreement entered into with Sub360, that agreement will control to the extent that there is any conflict with these Terms with respect to that given Offering.

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Eligibility

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To use the Offerings, you agree that you: (1) must be at least 18 years old, or older if required by applicable law for Sub360 to lawfully provide the Offerings to you without parental consent; (2) will only have one registered account; (3) are not already restricted by Sub360 from using the Offerings. Creating an account with false information is a violation of these Terms, including registering accounts on behalf of others.

 

Registration and Your Account

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Certain Offerings require registration. For those Offerings, you must provide complete, accurate, and truthful information and update the registration information promptly if there are any changes. Registered users are responsible for: (1) maintaining the confidentiality of their login credentials, and (2) for all activities usage and activity that occur under their account including use or activity by any third party they authorize or invite to access, use or connect to their account; and (3) all statements made or materials posted under their account, including liability for harm caused by such statements or materials. You may not assign or transfer your account to any other person or entity without Sub360’s prior written permission. You agree that Sub360 is not responsible for third-party access to your account that results from the theft or misappropriation of your login credentials.

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Notices and Messaging

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You understand that by registering with the Offerings, you may receive regular updates, marketing, and other communications regarding new or existing Sub360 products and services. You agree that Sub360 will provide notices and messages to you in the following ways: (1) within the Offerings, or (2) sent to the contact information you provide us (e.g., email, mobile number, physical address). You may opt out of receiving promotional or marketing communications from us at any time by using the unsubscribe link in the email communications we send or by filling out this Marketing Opt-Out Form.

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Limited License

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As an Offering user, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Offerings per these Terms. Sub360 may terminate this license at any time for any reason. Certain Offerings require login information as described below. Notwithstanding the license in this section, certain Offerings require you to register to access and use certain of the Offerings’ features.

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Limitations

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Any unauthorized use of the Offerings is prohibited. You may not use the Offerings to:

• Copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit, or public purposes all or any portion of the Offerings or any information obtained from the Offerings, either directly or through a third party.

• Extract, decompile, reverse engineer, disassemble, or create derivative works from or competitive products of the Offerings.

• Create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another’s account;

• Disclose information that you do not have the consent to disclose (such as confidential information of others, including your employer);

• Determine the Offerings’ architecture or extract data or information about usage, or individual identities of other users of the Offerings via use of any network monitoring or discovery software or otherwise.

• Override any security feature or bypass or circumvent any access controls or use limits of the Offerings;

• Rent, lease, loan, trade, sell/resell, or otherwise monetize the Offerings or related data or access to the same, without Sub360’s consent;

• Monitor, copy, scan, review, index, mirror, ping, or validate the Offerings via robot, spider, other automatic software or device, process, approach, or methodology, manual or otherwise (methods such as web scraping, harvesting, data extraction, data validation, or verification are prohibited).

• Transmit any computer virus, worm, defect, trojan horse, or any other item of a destructive nature, or to upload any virus or malicious code.

• Transmit any false, misleading, fraudulent, or illegal communications, information, or data.

• Phish, spoof, commit illegal or fraudulent activity, or violate applicable laws or regulations.

• Deep-link to our Offerings for any purpose other than to promote your profile on the Offerings, without Sub360’s consent;

• Use bots or other automated methods to access the Offerings, add or download contacts, or send or redirect messages;

• Monitor the Offerings’ availability, performance, or functionality for any competitive purpose;

• Damage, interfere, disable, or impair the operation of, or place an unreasonable load on, the Offerings (e.g., spam, denial of service attack, viruses, gaming algorithms);

• Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;

• Violate Sub360’s intellectual property or other rights, including using the word “Sub360” or its logos in any business name, email, or URL except as provided in the Trademark Use Guidelines;

• Imply or state that you are affiliated with or endorsed by Sub360 without Sub360’s express consent;

• Access unauthorized information;

• Solicit information from minors or harm or threaten to harm minors;

• Attack, threaten violence, stalk, harass, incite, harm, or intimidate any other user, person, or organization, or engage in any other threatening behavior;

• Transmit, store, or post any material that is abusive, harassing, tortious, defamatory, derogatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;

• Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not; or

• Export or re-export the Offerings or any portion thereof in violation of any applicable export control laws and regulations.

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You acknowledge that Sub360 has the right to monitor your access or use of the Offerings for the purpose of operating and improving the Offerings (including without limitation for security analysis, fraud prevention, risk assessment, troubleshooting and customer support purposes), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.

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If Sub360 believes, in its sole discretion, that you may violate, have violated or attempted to violate any of these Terms or any policies referenced herein, your use and access to the Offerings may be limited, temporarily revoked, or permanently revoked and your Content may be modified or removed from the Offerings in Sub360’s sole discretion without notice to you.

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Sub360 Intellectual Property Rights

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Except as expressly provided in these Terms, nothing contained herein will be construed as conferring any license or right, by implication, estoppel, or otherwise, under copyright or other intellectual property rights. You agree that the Offerings are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Sub360, the Sub360 logo, and all other Sub360 trademarks, service marks, product names, and trade names of Sub360 appearing on or in conjunction with the Offerings are owned by Sub360. Sub360 does not grant you the right to use or display any trademark, service mark, product name, trade name, or logo appearing on the Offerings without Sub360's prior written consent.

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License of Your Content to Sub360

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Certain portions of the Offerings allow you to publish (e.g., post, upload, or otherwise provide) publicly accessible content (“Public Content”). Other portions of the Offerings allow you to publish content that is only viewable by you or by your users with appropriate access permissions (“Non-Public Content”). Public Content and Non-Public Content are collectively your “Content” that you own or have the right to provide (and share) and you grant Sub360 the licenses set forth below.

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Non-Public Content

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With respect to Non-Public Content, you hereby grant (or warrant that the owner of such rights has expressly granted) Sub360 and its subprocessors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Non-Public Content for the purposes of providing and improving the Offerings.

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Public Content

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With respect to Public Content, you hereby irrevocably grant (or warrant that the owner of such rights has expressly granted) Sub360 a worldwide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use the Public Content for any lawful purpose without any further consent, notice, or compensation to you or others. Sub360 will own any derivative works it makes of Public Content.

SUB360 MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY PUBLIC CONTENT TRANSMITTED TO OR FROM THE OFFERINGS. You acknowledge that any Public Content you post via the Offerings is a public and not private communication. Others may read and view your communications without your knowledge. Sub360 does not endorse any Public Content on the Offerings. Sub360 will not be liable for the privacy of any of your or any other third-party Public Content on the Offerings and specifically disclaims any liability resulting from such postings and communications, including any objectionable content. Please also see Sub360's Privacy Notice. You agree that we may access, store, process, share, and use any information and Personal Data you provide in accordance with the Privacy Notice.

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Usage Data

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Sub360 may collect, use, share, and otherwise process usage information or data related to or derived from the access or use of the Offerings including Non-Public Content and Public Content(“Usage Data”). Examples of Usage Data include information or data on user visits, user activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use. Except where you have expressly provided your written consent, Sub360 will only disclose Usage Data if such data does not contain Personal Data or any Non-Public Content.

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Feedback and Suggestions

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By submitting suggestions or other feedback regarding the Offerings to Sub360, you agree that Sub360 can use and publicly share such feedback (although it does not have to) for any purpose without compensation or attribution to you. You agree that you will have no recourse against Sub360 for any alleged or actual infringement or misappropriation of any proprietary right in any feedback or suggestion you provide to Sub360.

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Advertising

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Sub360 has the right, without payment to you or others, to serve ads, paid content, and other information near or in association with your Content and information, and we enable search engines to make Public Content findable through their services.

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Relationship of Sub360 and You

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You are an independent third party to Sub360 and nothing in these Terms will create or represent that there is any partnership, joint venture, agency, franchise, sales relationship, or employment relationship between you and Sub360.

 

Errors and Corrections

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Sub360 does not represent or warrant that the Offerings will be error-free, free of viruses or other harmful components, that defects will be corrected, or that they will always be accessible. Sub360 does not warrant or represent that content or information available on or through the Offerings will be correct, accurate, timely, or otherwise reliable.

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Except as separately agreed with you in writing, Sub360 may: (1) change, suspend or discontinue any of our Offerings; and/or (2) modify the prices of Offerings effective prospectively upon reasonable notice to the extent allowed under the law. Except as required by law, Sub360 has no obligation to retain or provide you with copies of your Content.

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Third-Party Content and Links

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The Offerings may host third-party content or information (“Third-Party Content”) or may include links to other websites or applications (“Third-Party Services”). Sub360 does not control or endorse any Third-Party Content or Third-Party Service. Further, information and opinions provided by Sub360 employees and agents of Sub360 in interactive areas of the Offerings are not necessarily endorsed by Sub360 and do not necessarily represent the beliefs and opinions of Sub360. You agree that Sub360 is not responsible for the availability, accuracy, or content of any Third-Party Content or Third-Party Service. Your use of and reliance on any Third-Party Content or Third-Party Service is at your own risk. Some of the services made available through the Offerings and Third-Party Services may be subject to additional third-party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies. It is your responsibility to familiarize yourself with any such applicable third-party terms. Sub360 is not responsible for, and makes no representations or warranties about (a) any Third-Party Content or Third-Party Services or your use thereof, or (b) any third-party terms or your compliance with them. Sub360 reserves the right to disable any link or remove any Third-Party Content and/or Third-Party Service at any time in its sole discretion.

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Sub360 may help connect registered users offering their services with users seeking services. Sub360 does not perform or employ individuals to perform these services. You must be at least 18 years of age to offer, perform, or procure these services. You acknowledge that Sub360 does not supervise, direct, control, or monitor users in the performance of these services and agree that: (1) Sub360 is not responsible for the offering, performance, or procurement of these services, (2) Sub360 does not endorse any particular user’s offered services, and (3) nothing will create an employment, agency, or joint venture relationship between Sub360 and any user offering services.

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Disclaimer

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THE OFFERINGS ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. SUB360 EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUB360 DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO: (1) ANY ERRORS IN OR OMISSIONS FROM THE OFFERINGS INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (2) THIRD-PARTY COMMUNICATIONS, (3) ANY THIRD-PARTY SERVICES, WEBSITES, OR THIRD-PARTY CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON THE OFFERINGS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS IN OR OMISSIONS THEREFROM, (4) THE UNAVAILABILITY OF THE OFFERINGS, (5) YOUR USE OF THE OFFERINGS, OR (6) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE OFFERINGS.

Limitation of Liability

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TO THE FULLEST EXTENT OF THE LAW (AND UNLESS SUB360 HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THESE TERMS), SUB360 WILL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE OFFERINGS, ANY FACTS, CONTENT, OR OPINIONS APPEARING ON OR THROUGH AN INTERACTIVE AREA, OR ANY THIRD-PARTY CONTENT OR THIRD-PARTY SERVICE. SUB360 WILL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR REPUTATIONAL DAMAGES (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS) OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THESE TERMS, THE USE OF OR INABILITY TO USE THE OFFERINGS, THE INTERACTIVE AREAS, OR ANY THIRD-PARTY CONTENT OR THIRD PARTY SERVICES.

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Indemnification

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You agree to indemnify, defend, and hold Sub360, and its affiliates, officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to: (1) your access to or use of the Offerings, including your Content, (2) your violation of these Terms, (3) your breach of your representations and warranties provided under these Terms, (4) your products or services, or the marketing or provision thereof to end users, or (5) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Sub360 reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Sub360.

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Governing Law

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These Terms are to be governed by and construed in accordance with the internal laws of the State of New York, without regard for principles of conflicts of laws. Subject to the Dispute Resolution section below, Excluded Disputes and Disputes (defined below) that cannot be arbitrated must be brought exclusively in the state and federal courts sitting in New York, New York.

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Dispute Resolution

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PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

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Informal Negotiations. The parties will first attempt in good faith to promptly resolve any disputes arising out of or relating to these Terms (or the breach, termination, enforcement, interpretation, or validity thereof) (each a “Dispute”) by negotiation between representatives of each party with the authority to resolve such Dispute informally for at least thirty (30) days before initiating any arbitration. Informal negotiations begin upon written notice from one party to the other. Sub360 will send notice to you at your address in our records or by email to the email address provided by you in connection with your use of the Offerings.

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Binding Arbitration. If the parties are unsuccessful in resolving the Dispute through informal negotiations, such Dispute will be submitted to final and binding arbitration. Arbitration will be conducted in English and administered as follows: (i) if in the U.S., by the American Arbitration Association (AAA) under its rules or (ii) if outside the U.S., by the International Centre for Dispute Resolution (ICDR) in accordance with the International Arbitration Rules then in effect. For more information, see www.adr.org. Except as required by law, neither party nor its representatives may disclose the existence, content, or results of any arbitration without the other party’s prior written consent.

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The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any Dispute resolved by arbitration. The decision of the arbitrator will be in accordance with these Terms and will be binding upon the parties. Each party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both parties. The arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity. These Terms govern if there is a conflict with the AAA or the ICDR rules as applicable

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Excluded Disputes. Notwithstanding the foregoing, neither party is required to arbitrate claims: (1) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; (2) seeking injunctive relief; or (3) seeking to enforce or protect, or concerning the validity of, any of your or Sub360’s intellectual property rights. However, if a small claim is transferred, removed, or appealed to a different court, either party may require that the claim be submitted to final binding arbitration.

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Restrictions/No Class Actions. THE PARTIES AGREE THAT ANY CLAIM BROUGHT IN CONNECTION WITH A DISPUTE, WHETHER RESOLVED THROUGH ARBITRATION OR OTHERWISE, WILL TAKE PLACE ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND THE RIGHT TO A TRIAL BY JURY. UNLESS BOTH YOU AND SUB360 AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

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Severability. If the Restrictions/No Class Actions section is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will be resolved in a court of competent jurisdiction, with the balance resolved through arbitration.

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If any provision of this Dispute Resolution section is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions will still apply and shall be interpreted to as nearly as possible achieve the original intent, inclusive of the severed provision.

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Survival. This Dispute Resolution section will survive any termination of these Terms or your use of the Offerings.

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Termination

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You or Sub360 may terminate these Terms at any time with notice to the other. On termination, you lose the right to access or use the Offerings. The following will survive termination: Registration and Your Account, License of your Content to Sub360, Feedback and Suggestions, Use Limitation, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and the General sections of these Terms, and any other terms that would naturally survive by their nature. Any amounts owed by either party prior to termination remain owed after termination. Sub360 will have no liability or responsibility to any user related to or arising out of any termination of access to the Offerings.

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General

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These Terms incorporate by reference any notices contained on this website, the Privacy Notice, and any other referenced policies, and constitute the entire agreement with respect to access to and use of the Offerings (unless you and Sub360 have entered a separate agreement that explicitly overrides these Terms). If there is conflict among the terms of the foregoing notice or policies, these Terms prevail. If any provision of these Terms is unlawful, void, or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. If Sub360 does not act to enforce a breach of these Terms, that does not mean Sub360 has waived its right to enforce these Terms. You may not assign or transfer these Terms or any of your rights or obligations (or your membership or use of Offerings) to anyone without Sub360’s consent. Sub360 may assign these Terms to its affiliates or a party that buys Sub360 without your consent. There are no third-party beneficiaries to these Terms.