Beam Technologies
Terms and Conditions
of Use Agreement

This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us.

Effective date: May 2016
Last updated: September 2022

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Section 1: Contractual Relationship

This Terms and Conditions of Use Agreement (the “Agreement”) is a legal agreement between you and Beam Technologies Inc., Beam Dental Insurance Services LLC, Beam Insurance Administrators LLC, Beam Insurance Services LLC, and Beam Perks LLC (collectively, “Beam” or“we,” “our,” or “us”) governing your use of the https://www.beambenefits.com/ (the “Site”) and the subdomain https://app.beambenefits.com/ websites (collectively , the “Sites”). The Agreement explains the terms by which you may use our online services, mobile services, and other services provided on or in connection with the services we provide (collectively, the “Service”).

This Agreement applies to all visitors, users, and others who access the Sites, the Beam BrushApp (the “App”), or the Service, whether on behalf of a company or on their own individual behalf, including but not limited to: (i) employers themselves; (ii) individuals purchasing insurance products or insurance Services on behalf of their employers; (iii) individuals making benefit selections for themselves or their dependents, and (iv) individuals otherwise using any aspect of the Service. The Terms and Conditions of Use contained herein shall survive in the event that you terminate your contract with Beam or terminate your web access.

YOUR USE OF THE SITES IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SITES. BY ACCESSING, USING, AND/OR VIEWING OUR SITE, YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS,YOU MUST EXIT THE SITES.

We may revise the information on the Sites, make other changes, or update the Sites, including this Agreement, from time to time by posting the updated terms on the Sites. Changes will be effective upon Beam’s posting of such updated terms at this location or the amended policies or supplemental terms on the applicable Sites. A current version of this Agreement showing the effective date is always available at this location. We encourage you to periodically read thisAgreement to see if there have been any changes to our policies that may affect you. Beam may also make improvements and/or changes in products and/or services described on the Sites, or add new features at any time without notice. Your continued use of the Sites will signify your continued agreement to this Agreement as it may be revised.

By using our Sites, you acknowledge that you have read these terms and conditions of use and agree to them. You also acknowledge that these terms and conditions of use are supported by reasonable and valuable consideration, which includes your use and enjoyment of our Sites,Services, and the App; the content, materials, features, and any other services offered on them.

Section 2: Minors

Children under the age of thirteen (13) are prohibited from using the Sites. By using these Sites, you represent that you are over the age of 13. If you are a minor, please remember to ALWAYS check with your parents before you send anything to us online or otherwise. Parents or legal guardians who allow a minor child to access the Sites, the App, the Services, or information offered or through the Sites hereby agree that the parent or legal guardian shall be solely responsible for:

the online conduct of such minor;
monitoring such minor’s access to and use of the Sites; and
the consequences of any use of the Sites by such minor.

If we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at support@beambenefits.com.

Section 3: Website Access; Prohibited Activities

If you choose to become a member of the Sites, you agree:

that you will only register as a member with a true, valid email address for a parent or guardian;
to let us know of any changes to such email address;
not to use anyone else’s email address to access the games and other interactive features of our Sites;
to safeguard your screen name, password, and any email address you provide, and to take responsibility for all activity on the member account; and
to notify us immediately if you find out that someone else is using your screen name, email address, or member account without your permission.

We do not guarantee that any information you provide will not be intercepted by a third-party during transmission over any public networks or otherwise. You bear the risk of communicating with us electronically, and we are not responsible for any resulting loss or damage.

The Sites contain software tools and databases that allow you to search and retrieve information.You may not gain unauthorized access to the Sites, to other users’ accounts, names or PersonalInformation, or to other computers or websites connected or linked to the Sites. You may not send or otherwise transmit to or through the Sites: chain letters, unsolicited messages, so-called“spamming” or “phishing” messages, or messages marketing or advertising goods and services.

You may use our Services and/or Sites for lawful purposes only. You may not:

use our Services or Sites to post, transmit or otherwise distribute unlawful material.Examples of unlawful material include, but are not limited to, threats of physical harm, defamatory statements, pornographic material, and copyrighted, trademarked, and other proprietary material used without proper authorization;
post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;
“flood” or disrupt our Sites through any means or process such as launching or using any automated system, including but not limited to, “robots,” “spiders,” or “offline readers”;
misrepresent your identity or affiliation in any way;
restrict, discourage or inhibit any person from using the Sites;
disclose Personal Information about other individuals on or obtained from the Sites;
collect information about users of the Sites;
reverse engineer, disassemble, or decompile, derive code or materials from, or capture any source, scripts, layouts, design, metadata, or other information accessible through our Sites (including, without limitation, data packets transmitted to and from our websites), or analyze, decipher, “sniff,” derive code or materials from any packet stream to or from our websites, or attempt any of the foregoing.

You expressly waive any legal rights you may have to do any of the foregoing, including any claim that such activities constitute “fair use” or are for “interoperability purposes” under the Digital Millennium Copyright Act. Also, you are responsible for all use of our Services and theSites, with or without your consent, by yourself and others, which occurs by, through, or in connection with access to the Sites via your computer, mobile device, or any other electronic device that can access the Sites.

Section 4: Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Sites, the App, and/or the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Sites and/or the App from a mobile device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Sites and the App and any updates thereto. Beam does not guarantee that the Sites and/or the App, or any portion thereof, will function on any particular hardware or devices. In addition, the Sites and the App may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Section 5: No Fees for this site

Beam does not charge you any fees for using its Sites or App, but you may incur charges from your online service provider and/or telephone or cable companies.

Section 6: Registration

You are not obligated to register with Beam in order to access the Site. However, certain sections and features of the Sites are available only to Beam members, brokers, providers and employers (“Registered Users”). If you are a Registered User, you agree to accurately maintain and update any information about yourself that you have provided to Beam. You also agree to promptly notify us of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Sites.

Any Personal Information you submit to our Sites (as well as any Non-Personal Information collected by our Site) is governed by Beam’s Privacy Policy https://www.beambenefits.com/legal/privacy-policy.

Section 7: Copyright, Trademarks & Trade Dress

All content included on the Sites, including but not limited to, any text, graphics and interactive features and any trademarks, service marks, and logos contained therein (collectively,“Materials”) are owned by or licensed to Beam, subject to copyright, trademark and other intellectual property rights under United States and foreign laws and international conventions.

No Materials from the Sites may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the written permission of Beam, except that you may use information purposely made available by Beam for downloading from the Sites, provided that you:

keep intact all copyright and other proprietary notices;
use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media;
make no modifications to any such information; and
do not make any additional representations or warranties relating to such information.

You may use HTML logos provided by Beam through our vendor services, SMS tools, promotional tools or affiliate programs without prior written consent for the purpose of directing web andSMS traffic to the Sites and App. You may not alter, modify or change these HTML logos in anyway, use them in a manner that is disparaging to Beam or display them in any manner that impliesBeam’s sponsorship or endorsement. You agree not to circumvent, disable, or otherwise interfere with security related features of the Sites or features that prevent or restrict use or copying of any Materials or content.

Modification of any Materials or use of any Materials for any other purpose is a violation of the copyrights and other proprietary rights of Beam, or of other entities or persons where so indicated, unless Beam has provided said Materials for such express purpose. Permission for all other uses of Materials contained herein, including reproducing and distributing multiple copies or using Materials on any other website or networked computer or linking to any page at thisSites except the “home page” (https://www.beambenefits.com/), must be obtained from Beam otherwise, such use is prohibited. Requests for such authorization from Beam should be submitted via an email to support@beambenefits.com. All design rights, databases, and compilation and other intellectual property rights associated with the Sites, in each case whether registered or unregistered, and related goodwill, are proprietary to Beam.

Section 8: Mobile Software

You may view and modify your personal information through your account settings on your online or in-app account. You may not be able to modify or delete your information in all circumstances, as federal and state law may require that we maintain certain types of information for a set period of time. For instance, if you have a standing credit or debt on your account, or if we believe you have committed fraud or violated our Terms or Privacy Policy, we may seek to resolve the issue before deleting your information. Additionally, you may not be able to delete or modify certain information that your employer requires we maintain.

modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law;
rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third-party or use the Mobile Software to provide time sharing or similar services for any third-party;
make any copies of the Mobile Software;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of theMobile Software; or
delete the copyright and other proprietary rights notices on the Mobile Software.

You acknowledge that Beam may from time to time issue upgraded versions of the MobileSoftware, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. Should you consent to such automatic upgrading on your mobile device, you agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Beam or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void.

Section 9: Mobile Software from the Apple App Store

The following applies to any Mobile Software you acquire from Apple’s App Store (“App StoreSourced Software”):

You acknowledge and agree that this Agreement is solely between you and Beam, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof. Your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the AppStore-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Beam as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third-party relating to theApp Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to:

product liability claims;
any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and
claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Beam as provider of the software.

You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third-party’s intellectual property rights, Beam, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Beam acknowledge and agree that Apple, andApple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the App Store-Sourced Software against you as a third-party beneficiary thereof.

Section 10: Mobile Software from Google Play Store

The following applies to any Mobile Software you acquire from the Google Play Store (“GoogleSourced Software”):

you acknowledge that the Agreement is between you and Beam only, and not with Google, Inc. (“Google”);
your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service;
Google is only a provider of the Google Play Store where you obtained the Google Sourced Software;
Beam, and not Google, is solely responsible for its Google-Sourced Software;
Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and
you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates
to Beam’s Google-Sourced Software.

Section 11: Text Messaging

Upon your registration on the Sites, you will receive a one-time text message welcoming you to the Services. Likewise, when you sign into the Sites, Beam, through a third-party, may send you a text message to verify your signing in. Beam is not responsible for any charges you may incur in receiving these text messages.

Section 12: Third-Party Content/Links

As you view the Sites, you may notice links to Third-Party Websites. If you use these links, you will leave the Sites. Certain of these linked Sites may make use of Beam proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos, and trade names) under license from Beam. Beam is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a Third-Party Website.In addition, providing links to these Third-Party Websites should not be interpreted as endorsement or approval by Beam of the organizations sponsoring such Third-Party Website or their products or services. This Agreement does not apply to any other websites.

Certain content and services offered to you on the Site and via a link through this Site are served on websites hosted and operated by a third-party (“Third-Party Website”). Once you click on a link to a Third-Party Website, and leave the Site, that Third-Party Website’s privacy policy and terms of use, rather than Beam’s Privacy Policy and Terms and Conditions of Use, govern your activities on that website. You should also be aware that some Third-Party Websites offer mobile apps that can be downloaded to a mobile device that would enable you to access Third-Party Website content directly on your mobile device. The use of such mobile apps may be governed by a privacy policy and/or terms of use that may be different from, or in addition to, the privacy policy and terms of use that govern the Third-Party Website. Beam does not endorse and is not responsible for the privacy practices of the Third-Party Websites or any mobile apps provided by any third-party. You should review the privacy policy and terms of use posted on the websites and mobile apps to understand how that Third-Party Website or mobile app collects, uses, and discloses your information. You can determine whether you are on a Third-Party Website if your browser shows a URL address that does not contain “beambenefits.com”

Section 13: Disclaimer

The Site contains various types of information originating from ourselves or third-parties, including outside vendors, which provide health-related information or goods and services. TheSite provides information about health issues — specifically, dental health issues — designed to help users make better decisions. Similarly, the Site provides information regarding the dental insurance industry.

The Site is for educational and general information purposes only. The information provided is not a substitute for professional health care, and is not meant to replace the advice of a healthcare professional. Medical information is not the same as medical advice. Although we go to great lengths to make sure our information is accurate and useful, we make no guarantee about the accuracy or reliability of the content, materials, features, and services on the Site. We urge you to consult a physician if you want professional assurance that our information, and your interpretation of our information, is appropriate to your particular situation.

The Site will post articles regarding dental insurance industry practices. No information regarding the dental insurance industry should be regarded as a sell of insurance to you or as an offer to have you purchase dental insurance from the Site. If you are interested in purchasing a dental insurance plan, you should seek the help of a licensed professional that can aid you in purchasing such a plan.

AS A USER OF THE SITES, YOU ASSUME FULL RISK AND RESPONSIBILITY FOR ANY AND ALLUSE OF THE SITES, INCLUDING THE INFORMATION PRESENTED ON THE SITES. THE SITES ARE INTENDED TO BE A GENERAL INFORMATION RESOURCE ONLY AND DOES NOT CONSTITUTE MEDICAL ADVICE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR TREATMENT. YOU ARE RESPONSIBLE FOR SEEKING PROFESSIONAL MEDICAL ADVICE IF YOU HAVE ANY QUESTIONS ABOUT YOUR HEALTH OR A HEALTH CONDITION. YOU AGREE TO HOLD BEAM AND ITS AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS RELATING TO YOUR USE OF, YOUR RELIANCE UPON, OR ERRORS OR OMISSIONS IN,INFORMATION FOUND ON THE SITES.

Section 14: Warranties

THE SERVICES, INFORMATION AND FUNCTIONS CONTAINED ON THE SITES ARE PROVIDED“AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATION AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, CONCERNING OUR SERVICES OR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE INFORMATION OR SERVICES INCLUDED ON OUR SITES, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE,THAT DEFECTS WILL BE CORRECTED OR THAT THE SITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM SERVICES, INFORMATION, OR MATERIALS. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED WEBSITE ORANY LINKED LINK CONTAINED IN A LINKED WEBSITE EXCEPT TO THE EXTENT THAT SUCH WEBSITE OR LINK IS OWNED AND OPERATED BY BEAM OR ITS AFFILIATE(S).

Section 15: Limitation of Liability

Use of our Services and/or our Sites is at your own risk. We do not own or control other networks, websites, or hyperlinked websites outside of the Site, including the outside vendors accessed through the Site.

We have made reasonable efforts to validate that our lists of participating providers displayed are up to date and accurate. However, the continued participation of any one dentist, dentist office or other provider cannot be guaranteed. Please call the provider prior to scheduling an appointment to verify that the provider continues to
be part of our network.

EXCEPT WHERE LAW PROVIDES OTHERWISE, WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY HARM TO YOU OR OTHERS RESULTING FROM THE USE OF OUR SITES AND/ORTHE PRODUCTS AND SERVICES PROVIDED THROUGH OUR SITES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, WRONGFUL DEATH, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS, LOSS OF TECHNOLOGY, LOSSOF RIGHTS OR SERVICES, LOSS OF DATA, INTERRUPTION OR LOSS OF USE OF ANY EQUIPMENT, MENTAL ANGUISH, EMOTIONAL DISTRESS, OR INVASION OF PRIVACY, ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SITES AND/OR THE PRODUCTS AND SERVICES PROVIDED THROUGH OUR SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

EXCEPT WHERE LAW PROVIDES OTHERWISE, WE ARE NOT RESPONSIBLE OR LIABLE FOR THE ACTS OR OMISSIONS OF OUTSIDE VENDORS OR INFORMATION PROVIDERS, OR FOR PERFORMANCE (OR NON-PERFORMANCE) WITHIN OUTSIDE NETWORKS OR INTERCONNECTION POINTS BETWEEN OUR SITES AND OTHER NETWORKS AND/OR WEBSITES THAT ARE OPERATED BY THIRD-PARTIES. WE ALSO MAKE NO REPRESENTATION REGARDING YOUR ABILITY TO TRANSMIT AND RECEIVE INFORMATION FROM OR THROUGH OUR SITES, AND YOU AGREE AND ACKNOWLEDGE THAT AT TIMES YOUR ABILITY TO ACCESS OUR SITES MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ANY ACTION WE CONSIDER APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, WE CANNOT GUARANTEE THAT THEY WILL NOT OCCUR, AND ACCORDINGLY WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

Section 16: Remedies

If you are dissatisfied with any of the content or materials on our Sites, or any services or information available through them, your sole and exclusive remedy is to discontinue accessing and using our Sites. The foregoing disclaimer shall apply even if your remedies under this agreement fail of their essential purpose.

Without limiting any other rights and remedies available to us, we reserve the right, in our sole discretion and without prior notice, to end your access to our Sites or block your future access to our Sites for any reason.

These remedies are in addition to any other remedies we may have at law or in equity.

Section 17: Breach

You hereby acknowledge that your breach of this Agreement may result in immediate and irreparable harm to Beam, for which there will be no adequate remedy at law, and that Beam shall be entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation and/or disclosure of information obtained through the Sites. Your breach of this Agreement may also entitle Beam to bring an action against you for any and all other remedies available at law or in equity.

Section 18: Entire Agreement

This Agreement, together with any amendments and any additional agreements you may enter into with Beam in connection with the Service and/or the Sites, shall constitute the entire agreement between you and Beam concerning the Service and/or the Sites.

Section 19: Force Majeure

We will not be deemed to be in breach of these terms of use or our Privacy Policy due to any event or circumstance beyond our reasonable control, including without limitation, war, invasion, failures of any public networks, electrical shortages, terrorist attacks, and earthquakes and other acts of God. We are not responsible for any loss, delay, or damage due to such events or circumstances.

Section 20: Indemnification

You agree to defend, indemnify and hold Beam and its directors, officers, employees, agents, affiliates and successors harmless from and against any and all claims, demands, liabilities, judgments, losses, damages, costs, fees and expenses (including but not limited to reason able attorneys’ fees) arising from or relating to your use of the Services and/or the Sites or your acts or omissions, including but not limited to:

infringement or misappropriation of any intellectual property rights;
defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity;
− spamming, or any other offensive, harassing or illegal conduct or violation of this Agreement; or
any damage or destruction to our Sites, to us, or to other persons or parties.

Section 21: Termination and Investigation

Beam expressly reserves the right, in its sole discretion, to terminate your https://www.beambenefits.com/ and/or your https://app.beambenefits.com/ account due to any act that would constitute a violation of this Agreement.

We reserve the right to investigate suspected violations of this Agreement. If we become aware of possible violations, we may initiate an investigation that may include gathering information from you, and an examination of other material. We may suspend the provision of our Services temporarily, or we may permanently remove the material involved from our servers, provide warnings to you, or suspend or terminate your access to our Services. We will determine what action will be taken in response to a violation on a case-by-case basis, and at our sole discretion. We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers.

Section 22: Jurisdiction

This Agreement, and the rights and obligations of you and Beam hereunder, shall be governed by, and construed in accordance with, the laws of the State of Ohio. Except where applicable law requires a different dispute resolution process, you further agree that any legal action or proceeding between you and Beam arising out of or relating to this Agreement or your use of the Services or the Sites shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Columbus, Ohio, and you hereby expressly and irrevocably consent to the jurisdiction and venue of such courts.

Section 23: No Waiver; Severability

A waiver of any breach of any provision of this Agreement shall not be deemed to be a waiver of any repetition of such breach or in any manner affect any other terms or conditions of thisAgreement. In the event that any provision of this Agreement is held to be unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision.

Section 24: Assignability

We may assign our rights and delegate our duties under this Agreement either in whole or in part at any time, at our sole discretion, and without your consent. You may not assign, sublicense or otherwise transfer your rights or obligations, in whole or in part, under this Agreement to anyone else.