Welcome to the Good Day Neighbor (GDN) social networking platform.

The following Terms of Service is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single entity (“You” or, collectively, “Users”), and GDN regarding your use of the GDN Service. Please read carefully the following Terms of Service as they are intended for the mutual benefit of both GDN and you and govern the terms of your use of the GDN Service.

By registering for, accessing, browsing, downloading or using the GDN Service, you agree to be bound by the following terms and conditions, including any additional guidelines and future modifications (collectively, the “Terms”). If at any time you do not agree to these Terms, please terminate your use of the GDN Service.

1. Eligibility.

The GDN Service is not available to persons under the age of 18 or to any users previously suspended or removed from the GDN Service by GDN. By using the GDN Service, you represent that you are at least 18 years of age and have not been previously suspended or removed from the GDN Service. Also, you acknowledge and agree to comply with the laws of the city, county and country in which a social gathering (as defined below) occurs, including laws governing alcohol consumption.

If you are using or opening an account on the GDN Service on behalf of a company, entity, or organization (collectively, a “Subscribing Organization”) then you represent and warrant that you: are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound to these Terms on behalf of such Subscribing Organization.

2. Privacy.

Your privacy is important to GDN. GDN’s Privacy Policy is hereby incorporated into these Terms by reference: please read this policy carefully for information relating to GDN 's collection, use, and disclosure of your personal information.

3. Individual Features and Services.

When using the GDN Service, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into these Terms.

4. Modification of these Terms; Modification of Fees.

GDN reserves the right, at our discretion, to modify these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the GDN Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the GDN Service.

Certain functions on the GDN Service may have fees associated with them. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. GDN may choose to temporarily change the fees for GDN services for promotional events or new services, and such changes are immediately effective when GDN posts the temporary promotional event or new service on the GDN Service. Any changes to fees for GDN services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the GDN Service. Unless otherwise stated, all fees are quoted in U.S. Dollars. Once fees and changes become effective, you agree to pay all fees and charges specified and all applicable taxes for the services provided and benefits received.

5. Digital Millennium Copyright Act.

It is GDN 's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (reference http://www.copyright.gov/legislation/dmca.pdfhttp://www.copyright.gov/legislation/dmca.pdf). GDN will promptly terminate without notice any User's access to the GDN Service if that User is determined by GDN to be a "repeat infringer." A repeat infringer is a User who has been notified by GDN of infringing activity violations more than twice and/or who has had an Contributor Submission or any other user-submitted content removed from the GDN Service more than twice.

6. GDN Socialize & Network

Through our Platform we arrange physical meetings (social events) at venues that include, but are not limited to, private enterprises (such as bars, cocktail lounges, coffee shops, etc.), or public parks. We do not supervise these events and are not involved in any way with the actions of any individuals at these events. As a result, we have no control over the actions of the individuals who are present at these events, and we request that our users exercise caution and good judgment when attending these events.

When you sign up for an event that carries a fee, you agree to pay the fee whether or not you attend the event, if GDN assigns a specific event to you. No refund requests for event not attended will be honored. You should not sign up for an event if you are not sure you can attend because events are small groups of people and the group suffers if you do not attend.

When you sign up for an event, you agree to receive email messages confirming the logistics of the event as well as messages forwarded by GDN from other event attendees related to their arrival at the event.

You may have some communication options through GDN to people you have met at an event. These messages are double blind and will be relayed to your email address through our Platform, which does not disclose your email address or those of the sender. By singing up for an event, you agree to receive preformatted form emails routed through GDN from people you meet at such events. You can accept or reject free form emails from event attendees.

7. Content License Grant; Representations and Warranties.

7.1 License Grant to GDN.

By uploading ratings, reviews, comments, photos, videos or other content (“Contributor Submission”) to the GDN Service, you hereby grant to GDN a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit Contributor Submission (and any copyrights, publicity, database and other proprietary rights therein), in any media formats and through any media channels, in order to distribute, promote or advertise Contributor Submission or the GDN Service.

7.2 Your Representations and Warranties.

You are solely responsible for Contributor Submission and the consequences of posting or publishing it. By uploading and publishing Contributor Submission, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize GDN and GDN's Users to use and distribute Contributor Submission as necessary to exercise the licenses granted by You in Section 6 and in the manner contemplated by GDN and this Terms of Service; (2) Contributor Submission does not and will not: (a) 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 (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) Contributor Submission does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. GDN reserves all rights and remedies against any Users who violate this Terms of Service.

7.3 Contributor Submissions Disclaimer.

You understand that when using the GDN Service you will be exposed to Contributor Submissions from a variety of sources, and that GDN is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Contributor Submissions. You further understand and acknowledge that you may be exposed to Contributor Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against GDN with respect thereto. GDN does not endorse any Contributor Submissions or any opinion, recommendation or advice expressed therein, and GDN expressly disclaims any and all liability in connection with Contributor Submissions. If notified by a User or a content owner of a Contributor Submission that allegedly does not conform to this Terms of Service, GDN may investigate the allegation and determine in its sole discretion whether to remove the Contributor Submission, which it reserves the right to do at any time and without notice.

8. No Agency; Taxes

Nothing in this Agreement shall in any way be construed to constitute you as an agent, employee or representative of GDN. You are solely responsible for compliance with any state or federal tax law, tax law of any country, or any applicable international tax treaty.

9. Prohibited Conduct.

BY USING THE GDN SERVICE YOU AGREE NOT TO:

9.1 use the GDN Service for any purposes other than to access services as such services are offered by GDN;

9.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 13, below);

9.3 post, upload, or distribute any defamatory, libelous, or knowingly inaccurate Contributor Submission or other content;

9.4 post, upload, or distribute any Contributor Submissions or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

9.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the GDN Service accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the GDN Service, or perform any other similar fraudulent activity;

9.6 except with respect to your own Contributor Submissions, delete the copyright or other proprietary rights notices on any Contributor Submissions;

9.7 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the GDN Service. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

9.9 use the GDN Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

9.10 defame, harass, abuse, threaten or defraud Users of the GDN Service, or collect, or attempt to collect, personal information about Users or third parties without their consent;

9.11 except for with respect to your own Contributor Submissions and except unless otherwise agreed to in a writing signed by GDN, use the content on the GDN Service for any commercial use (it being understood that the content available on the GDN Service is for personal, non-commercial use only);

9.12 use the GDN Service if you are under the age of twenty-one (18) years old or if you have been previously suspended or removed from the GDN Service;

9.13 remove, circumvent, disable, damage or otherwise interfere with security-related features of the GDN Service, features that prevent or restrict use or copying of any content accessible through the GDN Service, or features that enforce limitations on the use of the GDN Service;

9.14 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the GDN Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

9.15 except for with respect to your own Contributor Submissions, modify, adapt, translate or create derivative works based upon the GDN Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; or

9.16 intentionally interfere with or damage operation of the GDN Service or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

9.17 publish or otherwise make publicly available the personal information of other participants such as photos, conversation starters, etc. obtained through the use of the GDN Service.

GDN reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the GDN Service, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

10. Account

When you use the GDN Service to upload and/or download content, services, or information from GDN, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to GDN on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify GDN. You may be liable for the losses incurred by GDN or others due to any unauthorized use of your GDN Service account.

11. Third-Party Sites, Products and Services; Links.

The GDN Service may include links or references to other web sites or services solely as a convenience to Users ("Reference Sites"). GDN does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the GDN Service are solely between you and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

12. Termination; Terms of Service Violations.

12.1 GDN.

You agree that GDN, in its sole discretion, for any or no reason, without notice and without penalty, may terminate any account (or any part thereof) you may have with GDN or your use of the GDN Service and remove and discard all or any part of your account, User profile, and any Contributor Submission, at any time. GDN may also in its sole discretion and at any time discontinue providing access to the GDN Service, or any part thereof, with or without notice. You agree that any termination of your access to the GDN Service or any account you may have or portion thereof may be effected without prior notice, and you agree that GDN will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies GDN may have at law or in equity. As discussed herein, GDN does not permit copyright infringing activities on the GDN Service, and will terminate access to the GDN Service, and remove all Contributor Submissions or other content submitted by any Users who are found to be repeat infringers. Upon termination for any reason, you agree to immediately stop using the GDN Service.

12.2 You.

If you are dissatisfied with the GDN Service, please let us know by emailing info@gooddayneighbor.com. Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) the GDN Service, (ii) any term of this Terms of Service, (iii) any policy or practice of GDN in operating the GDN Service, or (iv) any content or information transmitted through the GDN Service, is to terminate this Terms of Service and your account. You may terminate this Terms of Service at any time by discontinuing use of any and all parts of the GDN Service.

13. Ownership; Proprietary Rights.

The GDN Service is owned and operated by GDN. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the GDN Service provided by GDN (the "Materials") are protected by applicable laws. Except for any information provided in connection with Assignments that are provided and owned by Assigning Companies, all Materials contained on the GDN Service are the property of GDN or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to GDN or its affiliates and/or third-party licensors. Except as expressly authorized by GDN, 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. GDN reserves all rights not expressly granted in this Terms of Service.

14. Indemnification.

You agree to indemnify, save, and hold GDN, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, licensees, Assigning Companies and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of: (i) your use or misuse of the GDN Service; (ii) any violation by you of these Terms; (iii) any claims, liabilities, or expenses relating to compensation, tax, insurance, or benefit matters; and (iv) any breach of the representations, warranties, and covenants made by you herein or any third-party claim inconsistent with any of the foregoing. GDN reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify GDN, and you agree to cooperate with GDN 's defense of these claims. GDN will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

15. Disclaimers; No Warranties.

THE GDN SERVICE IS IN BETA FORM AND MAY BE CHANGED SUBSTANTIALLY BEFORE THE FIRST COMMERCIAL RELEASE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GDN, AND ITS AFFILIATES, PARTNERS, ASSIGNING COMPANIES, AND SUPPLIERS (“GDN PARTIES”) 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 ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GDN OR THROUGH THE GDN SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 15, THE TERM GDN INCLUDES THE GDN PARTIES’ OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS. YOU EXPRESSLY AGREE THAT THE USE OF THE GDN SERVICE IS AT YOUR SOLE RISK. THE GDN SERVICE AND ANY DATA, INFORMATION, CONTRIBUTOR SUBMISSIONS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GDN SERVICE (“GDN OFFERINGS”) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. NO WARRANTY IS MADE THAT THE GDN OFFERINGS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND NO WARRANTY IS MADE THAT ANY OF THE FOREGOING WILL BE CORRECTED, OR IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

16. Limitation of Liability and Damages.

16.1 Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE GDN PARTIES 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 LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS, THE GDN OFFERINGS, THE CONTRIBUTOR SUBMISSIONS, OR ANY OTHER INTERACTIONS WITH GDN, EVEN IF GDN OR AN GDN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Limitation of Damages.

IN NO EVENT WILL ANY OF THE GDN PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE GDN SERVICE, YOUR CONTRIBUTOR SUBMISSIONS OR YOUR INTERACTION WITH OTHER GDN SERVICE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNTS PAYABLE TO YOU, IF ANY FOR ACCEPTED CONTRIBUTOR SUBMISSIONS, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

17. Limitations by Applicable Law; Basis of the Bargain

17.1 Limitations by Applicable Law.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

17.2 Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT GDN HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS 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 GDN, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND GDN. GDN WOULD NOT BE ABLE TO PROVIDE THE GDN SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

18. United States Export Controls.

You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under this Terms of Service are contingent on your compliance with this provision.

19. Miscellaneous.

19.1 Notice.

GDN may provide you with notices, including those regarding changes to GDN's terms and conditions, by email, regular mail or postings on the GDN Service. Notice will be deemed given twenty-four hours after email is sent, unless GDN is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the GDN Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the GDN Service is deemed given 30 days following the initial posting.

19.2 Waiver.

The failure of GDN to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by GDN.

19.3 Governing Law; Jurisdiction

These Terms 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. The parties agree that the federal and state courts residing in San Francisco County, California will have exclusive jurisdiction over these Terms.

19.4 Dispute Resolution.

If a dispute arises between You and GDN, our goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and GDN agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and You otherwise agree in writing. Before resorting to these alternatives, we strongly encourage You to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute You may have against GDN must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.

b) Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c) Improperly Filed Claims. All claims You bring against GDN must be resolved in accordance with this Section 19.4 (Dispute Resolution). All claims filed or brought contrary to this Section 18.4 (Dispute Resolution) shall be considered improperly filed. Should You file a claim contrary to this Section 19.4 (Dispute Resolution), GDN may recover attorneys' fees and costs up to $1000, provided that GDN has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw the claim.

19.5 Severability.

If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

19.6 Assignment.

These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GDN without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.

19.7 Survival.

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 5, and 7-19.

19.8 Headings.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

19.9 Entire Agreement.

This is the entire agreement between you and GDN relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by GDN as set forth in Section 4 above.