Please read the Terms of Use carefully before accessing or using this Site.
By accessing or using this Site in any way, including using any Services, downloading Materials or merely browsing the Site (capitalized terms defined below), you agree to and are bound by the terms and conditions set forth in this document and in any changes thereto that Gudu Software may publish from time to time (collectively, the "Terms of Use"). If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site.
Gudu Software may change the Terms of Use and other guidelines and rules posted on the Site from time to time at its sole discretion. Your continued access or use of the Site, or any Materials or Services, constitutes your acceptance of the changes. Your access and use of the Site, Materials and Services will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please regularly check the "Terms of Use" link on the home page of dpriver.com to view the then-current terms. If you breach any of the Terms of Use, your authorization to access or use this Site, Services and Materials automatically terminates, and any Materials downloaded or printed from the Site in violation of the Terms of Use must be immediately destroyed.
Gudu Software, its affiliates and agents make this Web site and all other websites of Gudu Software with links to the Terms of Use (collectively, the "Site"), and the Materials and Services, available for your access and use subject to the Terms of Use. "Materials" means all information, data, documents (e.g. white papers, press releases, datasheets, FAQs, etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, programs and products made available or enabled via the Site by Gudu Software or users of this Site. "Services" means all services and resources offered or enabled via the Site by Gudu Software and users of this Site, including download areas, developer tools services, product and other information services and communications services such as bulletin boards, calendars, chat areas, communities, e-mail, forums (including lab and user to user forums), newsgroups, personal webpages, photo albums and other message or communication facilities designed to enable you to communicate with others (collectively, "Communications Venues"). All Materials provided by Gudu Software are referred to collectively as "Gudu Software Materials". All user-supplied Materials are referred to collectively as "User Materials". Certain Services may involve collaboration and file-sharing services among a specified group. Materials posted by users in such group in conjunction with such collaboration and file-sharing Services are referred to collectively as "Shared Content". The group of persons among which such collaboration and file sharing involving Shared Content takes place is referred to herein as the "Work Group". All User Materials that are not Shared Content shall be referred to herein as "User Content". Gudu Software Materials and User Materials may have different restrictions and conditions associated with them under the Terms of Use and other guidelines and rules posted via the Site.
The Materials and Services, as well as their selection and arrangement, are protected by copyrights, trademarks, patents, trade secrets and all other intellectual property and proprietary rights (collectively, "Intellectual Property Rights"), and any unauthorized use of the Materials or Services may violate such laws and the Terms of Use. Except as expressly provided herein, Gudu Software and its suppliers do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site, Materials or Services, any portions of the Site, Materials or Services or the selection and arrangement of the Site, Materials or Services, except as expressly authorized herein.
The trademarks, logos and service marks ("Marks") displayed on this Site are the property of Gudu Software or other third parties. You are not permitted to use the Marks without the prior written consent of Gudu Software or such third party that may own the Marks. Gudu Software and the Gudu Software logo are trademarks of Gudu Software.
For a current list of Gudu Software's Marks, as well as certain third-party Marks, please refer to the posted trademark information.
You shall pay all costs and charges, including phone charges and telecommunications equipment costs, that you incur in order to access or use the Site, Services and Materials. You must adhere to all limitations on dissemination, usage and reproduction of any Materials that you download from the Site that are subject to such limitations. You agree to use the Services only to access, download, utilize, post, send or receive Materials in an appropriate manner as related to the particular Materials or Services being accessed or used by you. As some examples of improper activities when accessing or using the Site, Services or Materials, you agree that you shall not:
When using Services or Materials, you will be subject to any posted guidelines, rules or licenses applicable to such Services or Materials, in addition to the Terms of Use. Materials and Services provided by third parties (collectively, the "Third-Party Services") are governed by separate agreements accompanying such Materials and Services. Gudu Software offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Services, including any liability resulting from incompatibility between a Third-Party Service, Gudu Software Materials, Gudu Software provided Services or another Third-Party Service. You agree that you will not hold Gudu Software responsible or liable with respect to the Third-Party Services.
Certain Services and Materials will only be made available to users who have paid Gudu Software a fee for such Services and Materials. Such users may additionally be required to enter into a subscription agreement or other use agreement for that particular Service or Material. In addition to these Terms of Use, users of any Services that include Communications Venues may be required, in Gudu Software's sole discretion, to agree to a separate legal agreement on the Site or otherwise. Your access to such Communications Venues will be denied for violation of either the Terms of Use or the applicable agreement.
Gudu Software, in its sole discretion, may (but has no obligation to) monitor or review the Materials and Services at any time. Gudu Software may at any time without notice and in its sole discretion: (a) terminate a Service, access to or use of any Materials or an area of the Site where Materials are posted or submitted; and (b) disclose any information related to your use of a Service or Material, or the substance of any of your posted or submitted Materials, as Gudu Software deems necessary to comply with applicable law, regulation, legal process or governmental request. You agree to use extra care when disclosing any personally identifiable information about yourself or your children in any Services or when you post or otherwise submit any Materials.
If you are required to establish an account in connection with a particular Service or Material, you must complete the designated registration process for such Service or Material. All required registration information that you provide must be current, complete and accurate and kept up to date on a prompt, timely basis. If required, you must also choose a user name and password for such account. It is your sole responsibility to keep your account number, user name, password and other sensitive information confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify Gudu Software immediately. If any Services or Materials provide password-restricted access to your sensitive information (including customer lists and contractual terms), then by accessing or using this Site and setting up a password-restricted account for such Services or Materials, you consent to Gudu Software's display of such information via such Services or Materials and accept all risks of unauthorized access to such information.
Materials encompassing any software code, including programs, tools, utilities, files and otherwise, and accompanying documentation that are made accessible via the Site (collectively, "Software") are the copyrighted and possibly patented work of Gudu Software or its suppliers. Use of such Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. Some license terms are available for review at eulas and are incorporated herein by this reference. However, other terms and licenses may only be posted with the Software downloads or at the Site page where the Software can be accessed. You will not be able to use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Absent a license agreement that accompanies the Software, use of the Software will be governed by the Terms of Use. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. The Software is made available solely in accordance with the license agreement. Without limiting the foregoing, unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or reproduction of the Software to any other server or location for further reproduction, redistribution or use on a service bureau basis. Any unauthorized use, copying or distribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Except as indicated to the contrary elsewhere on this Site, you may view, download, and print the Gudu Software Materials and User Content available on this Site subject to the following conditions:
Use of the Gudu Software Materials or User Content for any other purpose is expressly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
The rights specified above to view, download and print the Gudu Software Materials and User Content available on this Site are not applicable to the design, layout or look and feel of this Site. Such elements of the Site are protected by law, including trade dress, trademark, unfair competition and other laws, and may not be copied or imitated in whole or in part. No Mark, graphic, sound or image from the Site may be copied or retransmitted unless expressly permitted by Gudu Software.
Members of a Work Group may use the Shared Content available to such Work Group in any manner that has been agreed upon by the user providing such Shared Content. It is your sole responsibility to discuss with others in your Work Group and determine what limitations, if any, are placed on your use of the Shared Content distributed within your Work Group. If you obtain access to materials created or used by others outside of your Work Group, you have no right to use such materials in any way. You also acknowledge and agree that Gudu Software has no liability of any kind should members of your Work Group modify, destroy, corrupt, copy or distribute your Shared Content, or violate the Terms of Use or other limitations that you may impose on the use of your Shared Content.
All of your User Materials that you post on or otherwise submit via the Site and Services shall not be confidential information or trade secrets owned by you or any other party. You will receive no compensation for any use of your User Materials. Gudu Software may, but is not required to, post or use any of your User Materials that you may post or otherwise submit. Gudu Software does not pre-screen User Materials that users provide or otherwise submit via the Site or Services; however, Gudu Software may remove any posted or submitted User Materials from the Site or any Service for any reason without notice in its sole discretion. By posting or submitting your User Materials, you represent and warrant that you own or otherwise control all of the Intellectual Property Rights and other rights to your User Materials as described in these Terms of Use, including all the rights necessary for you to post or submit your User Materials.
In addition, by posting or otherwise submitting your User Materials that contain images, photographs, pictures, videos, webcasts or that are otherwise graphical in whole or in part ("Images"), you represent and warrant that: (a) you own the copyright in such Images, or that you have obtained all necessary license(s) from the copyright owner(s) of such Images to use such Images, or portions thereof, in keeping with your use in connection with the Site, the Services and as otherwise permitted by these Terms of Use; (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms of Use; and (c) you have received consent from any and all persons depicted in such Images to use the Images as set forth in these Terms of Use, including the distribution, public display, public performance and reproduction of such Images. By posting or otherwise submitting Images, you grant to Gudu Software and all other users of this Site permission to use your Images in connection with their use permitted by these Terms of Use (including making prints and gift items incorporating such Images), including an unrestricted, irrevocable, non-exclusive, worldwide, royalty-free and fully paid up license under all Intellectual Property Rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate, transmit and reformat your Images, with or without having your name attached to such Images, in any manner or form and for any purpose, with full rights to sublicense such rights through multiple tiers of distribution. You will receive no compensation with respect to the use of your Images.
You are solely and entirely responsible for all of your User Materials that you post or otherwise submit via the Site or Services. You shall assume all risks associated with the use of your User Materials including any reliance on the accuracy, completeness or usefulness of your User Materials. Gudu Software does not guarantee the accuracy, integrity or quality of your User Materials. You acknowledge and agree that by accessing or using the Site or Services, you may be exposed to User Materials from others that are offensive, indecent or otherwise objectionable.
For all of your User Materials that you post or otherwise submit to the Site, including (a) comments to Communications Venues, (b) feedback, (c) bug reports, (d) piracy reports or (e) product suggestions, you grant Gudu Software and the users of this Site an unrestricted, irrevocable, non-exclusive, worldwide, royalty-free and fully paid up license under all Intellectual Property Rights to use, reproduce, publicly display, publicly perform, copy, edit, modify, translate, reformat, transmit and distribute such User Materials, with or without having your name attached to such User Materials, in any manner or form and for any purpose, with full rights to sublicense such rights through multiple tiers of distribution, and you also acknowledge and agree that Gudu Software is free to use any ideas, concepts, know-how or techniques that you provide for any purpose without any compensation to you. You acknowledge and agree that Gudu Software shall not be liable for any failure to store User Materials on the Site at any time.
Gudu Software may block, restrict, disable, suspend or terminate your access to all or part of the Site, Services and Materials at any time in Gudu Software's sole discretion, without prior notice or liability to you.
The Site, Services or Materials may include links that will take you to other sites outside of the Site ("Linked Sites"). The Linked Sites are provided by Gudu Software to you as a convenience and the inclusion of the links do not imply any endorsement by Gudu Software of any Linked Site. Gudu Software has no control of the Linked Sites and you therefore acknowledge and agree that Gudu Software is not responsible for the contents of any Linked Site, any link contained in a Linked Site or any changes or updates to a Linked Site. You further acknowledge and agree that Gudu Software is not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.
THE SITE, SERVICES AND MATERIALS, ARE PROVIDED BY Gudu Software UNDER THESE TERMS OF USE "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, Gudu Software MAKES NO WARRANTY THAT (i) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SITE, SERVICES OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM. THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF THE SITE OR ANY SERVICES OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED.
THIS SITE, SERVICES AND MATERIALS MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. Gudu Software MAY MAKE CHANGES TO THE SITE, MATERIALS AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SOFTWARE OR PRODUCTS LISTED, AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. THE SITE, MATERIALS AND SERVICES MAY BE OUT OF DATE, AND Gudu Software MAKES NO COMMITMENT TO UPDATE THE SITE, MATERIALS AND SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT: (i) Gudu Software DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (ii) Gudu Software MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) Gudu Software SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES.
Gudu Software DOES NOT CONTROL OR ENDORSE THE MATERIALS FOUND IN ANY SERVICES AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE SITE, SERVICES AND ANY ACTIONS RESULTING FROM YOUR USE OF THE SITE AND MATERIALS AND PARTICIPATION IN ANY SERVICES. MANAGERS, HOSTS, PARTICIPANTS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED Gudu Software SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF Gudu Software. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Gudu Software WILL HAVE NO LIABILITY RELATED TO USER MATERIALS ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. Gudu Software ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER MATERIALS.
THE USE OF THE SITE, SERVICES OR THE DOWNLOADING OR OTHER USE OF ANY MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. Gudu Software ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH ANY SERVICES OR MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Gudu Software OR VIA THE SITE, SERVICES OR MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. Gudu Software WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT WITH RESPECT TO THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.
Gudu Software will use and protect your data, such as your name and address, in accordance with the Gudu Software Online Privacy Policy, the contents of which are incorporated by reference into the Terms of Use. Please be aware that your browser must be enabled to accept cookies in order for you to use certain Materials and Services or to purchase from the Gudu Software online store.
IN NO EVENT SHALL Gudu Software, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF Gudu Software HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THE SITE, SERVICES, OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THE SITE, SERVICES OR MATERIALS; (3) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (4) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, USER MATERIALS OR OTHER DATA; (5) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (6) ANY FAILURE TO STORE OR LOSS OF DATA, FILES, MATERIALS OR OTHER CONTENT; (7) ANY SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (8) ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE; OR (9) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Gudu Software will, in appropriate circumstances, terminate the accounts of users who infringe the Intellectual Property Rights of others. Gudu Software will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to from this Site or in connection with the Services or Materials, please provide, pursuant to the DMCA, written notification of claimed copyright infringement to the Designated Agent for this Site (identified below), which must contain the following elements:
A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
A description of the copyrighted work or works that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
A description of where the content that you claim is infringing is located on the Gudu Software site;
Information sufficient to permit Gudu Software to contact you, such as your physical address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the use of the content identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
Any unsolicited ideas, including ideas for advertising campaigns, promotions, products, technologies, processes, materials, marketing plans or product names, that are sent to Gudu Software for consideration via this Site shall not be considered or accepted by Gudu Software, nor deemed confidential or proprietary information (including any original creative artwork, samples, demos or other works presented in connection therewith).
In the event of your or others' access to or use of the Site, Services or Materials in connection with the transmission of spam newsgroup postings or unsolicited e-mail in violation of these Terms of Use, you acknowledge and agree that Gudu Software would be irreparably harmed thereunder and that monetary damages would be an insufficient and ineffective remedy; therefore you agree that Gudu Software is entitled to obtain immediate injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). Gudu Software may without restriction block, filter or delete unsolicited e-mail.
Gudu Software may run advertisements and promotions from third parties via the Site, Services or Materials in any manner or mode and to any extent. Your communications, activities, relationships and business dealings with any third parties advertising or promoting via the Site, Services or Materials, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that Gudu Software is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-Gudu Software advertisers on the Site or in connection with the Services or Materials.
You agree to indemnify and hold Gudu Software and its officers, co-branders, other partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your User Materials and any other content (e.g. computer viruses) that you may submit, post to or transmit through the Site (including a third party's use of such User Materials or content (e.g. reliance on the accuracy, completeness or usefulness of your User Materials)); (b) your access to or use of the Site, Services or Materials (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Site or any Services or Materials); (c) your connection to the Site, Services or Materials; (d) your violation of the Terms of Use; (e) the actions of any member of your Work Group; (f) your infringement of any third party's Intellectual Property Rights when using any of the Software made available on the Site, Services or in any Materials; (g) your violation of any rights of any third party; (h) your access to or use of Linked Sites and your connections thereto; or (i) any dealings between you and any third parties advertising or promoting via the Site, Services or Materials.
This Site (excluding linked sites) is controlled by Gudu Software from its offices within the state of California, United States of America. By accessing this Site, you agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of San Francisco County and the United States District Court for the Northern District of California with respect to such matters.
The Terms of Use and other rules, guidelines, licenses and disclaimers posted via the Site or in connection with the Materials and Services constitute the entire agreement between Gudu Software and you with respect to your access to or use of the Site, Materials and Services superseding any prior agreements between you and Gudu Software on such subject matter (including any prior versions of the Terms of Use). Notwithstanding the foregoing, to the extent that any terms set forth in the Terms of Use expressly contradict any terms of a written agreement between you and Gudu Software regarding the use of specific Services or Materials (including Service-specific terms of use and Software-specific licenses) ("Executed Agreement"), such contradictory terms set forth in the Executed Agreement shall govern. You may also be subject to additional terms and conditions that may apply when you use other Gudu Software services, third party content or third party software. You may not assign or otherwise transfer the Terms of Use nor any right granted hereunder without Gudu Software's prior written consent. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Gudu Software to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.
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