1. INTRODUCTION AND ELIGIBILITY

These Terms of Services (the “Terms”) apply to your use of the Services and constitute a legal agreement between you, the individual identified in an Order Form (the "Subscriber", "you") and PART3 TECHNOLOGIES CORP.  ("PART3", "us", "we").    



Please read these Terms carefully as they outline your rights and obligations when you use the Services. 



These Terms are effective upon your acceptance and remain in full force for as long as you are using the Services.  For clarity, the Terms end at the termination of the Subscription Term, or at the time at which you delete your account, whichever comes later.  If you do not agree to these Terms, then you must not use the Services.



By using the Services, you affirm that you have reached the age of majority in your jurisdiction of residence.  Our Services are not designed for those under this age, and we reserve the right to delete any accounts and data relating to such individuals upon being notified of such accounts and data, in accordance with any applicable laws.  You also affirm that: (i) you have reached the age of majority in your jurisdiction of residence; (ii) any information you provide to us, both when you complete the onboarding process and in the future, is and will be true, accurate, current, and complete; and (iii) you will keep all information up to date.




2. DEFINITIONS

To understand these Terms, it is important that you refer to the definitions below.  If a term is not defined herein, it is defined elsewhere in the Terms.



“Access Credentials”means any username, identification number, password, license or security key, security token, personal identification number (PIN) or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

“Data Protection Laws”means the data protection Laws of any jurisdiction to which either of the parties is subject when Processing Personal Information under these Terms including, by way of example but not limitation, the Personal Information Protection Act, S.B.C. 2003, c. 63, the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, and any substantially similar provincial laws; applicable U.S. Federal and State privacy Laws, including the Gramm-Leach Bliley Act (15 U.S.C. § 6801 et seq.) and the California Consumer Protection Act of 2018 (TITLE 1.81.5.,1798.100 - 1798.199); and the EU General Data Protection Regulation (Regulation (EU) 2016/679) and laws of the member states of the EU & EEA that relate to the Processing of Personal Information.

“Documentation”means all generally available documentation relating to the Services, including all user manuals, help files, or other documentation describing the operation of the Services.

“Fees”means the amounts payable by Subscriber to PART3 for a Subscription Plan and other agreed upon charges as stated in the applicable Order Form, including any applicable consumption taxes.

“Harmful Code”means any software, hardware or other technologies, devices, or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any: (i) computer, software, firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the integrity, use, or operation of any data processed thereby; or (b) prevent Subscriber from accessing or using the Services as intended by these Terms, and includes any virus, bug, Trojan horse, worm, backdoor, malware or other malicious computer code, and any time bomb or drop-dead device.

“PART3 Analytics”means the results, data, and related reports generated by and based upon Subscriber’s use of the Services and User Data which is made available to a Subscriber.

“PART3 Materials”means all documents, data, know-how, methods, processes, software and other inventions, works, technologies, and materials are proprietary to, or used under license by, PART3 and provided or used by PART3 in connection with performing the Services.  For the avoidance of doubt, PART3 Materials include Resultant Data and any information, data, or other content derived from PART3’s monitoring of Subscriber’s access to, or use of, the Services, but do not include User Data.

“Intellectual Property Rights”means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Laws”means all applicable laws, regulations, statutes, rules, orders, and other requirements of any applicable international, federal, state, provincial, or local governmental authority.

“Order Form”a document, which can be a webpage, an e-mail, an invoice, a purchase order or any media, which is issued by us and approved by you, including through your payment of the Fees, the creation of an account, a digital consent, a signature, or otherwise.  Order Forms shall be deemed incorporated herein by reference.

“Personal Information”means any information about an identified individual, including information that, alone or in combination with other available information, may be used to identify an individual, including any information to which applicable Data Protection Laws may apply.

“Processing”means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy.

“Services”means the base set of products and features Subscriber has purchased through the execution of an Order Form, that may be accessed via the online platform accessed through the Website, and other designated applications that can be accessed via PART3’s mobile and desktop applications and email plug-ins.

“Subscription Plan”has the meaning ascribed thereto in in Section 3.2.

“Subscription Term”has the meaning ascribed thereto in in Section 8.1.

“Terms of Use”means the terms and conditions applicable to the use of the Services on the Website and other designated applications that can be accessed via PART3’s mobile and desktop applications and email plug-ins.

“Third-Party Materials”means materials and information, in any form or medium, documents, data, content, specifications, or products relating to the Services that are not proprietary to PART3.

“Update” means any modification, update, upgrade, new version, bug fix, patch, or error correction that PART3 develops with respect to the Services.

“User Data”means any and all information, data, materials, works, expressions or other content, relating to a Subscriber, that comes to the knowledge of PART3 as a result of the provision of the Services or the performance or exercise of any of PART3’s obligations or rights under these Terms, including, without limitation, any such information that is uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer for Processing by or through the Services, including through any Order Form or written request or instruction of Subscriber, made either orally or in writing.  

“Website”means the PART3 website located at https://www.part3.io/ (or successor location), as may be updated by PART3 from time to time, including any regional or jurisdiction-specific versions thereof.

3. ACCESS AND USE RIGHTS

3.1 Access and Use Rights.  To use the Services, you shall register an account with PART3 and you shall update your account as required to keep the account information complete and accurate. You shall select the Subscription Plan to be associated with your account and you may change your Subscription Plan using the Website. During the applicable Subscription Term, and subject to these Terms, the applicable Order Form, and Subscriber’s payment of Fees, PART3 hereby grants to Subscriber a nonexclusive, non-transferable, non-sublicensable, revocable and limited license, to: (a) access and use the Services; and (b) access, reproduce, print, download and use as many copies of the PART3 Materials, PART3 Analytics, and Documentation for Subscriber’s use in accordance with our Terms and Conditions of Use found at https://www.part3.io/legal/terms-of-use.

3.2 Subscription Plans.  The Services may be provided under different subscription plans, such as month-to-month or on an annual basis, as set forth on an Order Form (“Subscription Plan”).   

3,.3 Additional Terms. The Services may be subject to additional terms and conditions, which may include specific payment terms and termination rights (the "Additional Terms"), as set forth on an Order Form.  In case of a conflict between the Additional Terms and these Terms, the Additional Terms will prevail.

3.4 Restrictions.  Subscriber shall not access or use the Services, PART3 Materials, or PART3 Analytics except as expressly permitted by these Terms, and in the case of Third-Party Materials, the applicable third-party license agreement. Subscriber hereby agrees to, and must at all times comply with, the Terms of Use.  For purposes of clarity and without limiting the generality of the foregoing, Subscriber shall not:

1. bypass or breach any security device or protection used by the Services, PART3 Materials, PART3 Analytics, or Third-Party Material, or access or use the Services, PART3 Materials, PART3 Analytics, or Third-Party Material without our express consent;

2. input, upload, transmit or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; 

3. access or use the Services, PART3 Materials, PART3 Analytics, or Third-Party Material in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Laws; and

4. otherwise access or use the Services, PART3 Materials, or PART3 Analytics beyond the scope of these Terms.

If Subscriber becomes aware of any actual or threatened activity prohibited by this Section 3.4, Subscriber shall immediately: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and PART3 Materials); and (ii) notify PART3 of any such actual or threatened activity.

3.5 Additional Subscriber Responsibilities.  Subscriber has and will retain sole responsibility for: (a) all information, instructions and materials provided by or on behalf of Subscriber in connection with the Services; (b) the security and use of Access Credentials of Subscriber; and (c) all access to and use of the Services, PART3 Materials, or PART3 Analytics directly or indirectly by Subscriber’s Access Credentials, with or without Subscriber’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

3.6 Reservation of Rights by PART3.  All right, title and interest in and to the Services, the PART3 Materials, the PART3 Analytics, and Third-Party Materials, including all Intellectual Property Rights therein, are and will remain with PART3 and the respective rights holders in the Third-Party Materials.  Subscriber acknowledges and agrees that it has no right, license, or authorization with respect to any of the Services, PART3 Materials, PART3 Analytics or Third-Party Materials (including any Intellectual Property Rights therein) except as expressly set forth in these Terms.  All other rights in and to the Services, PART3 Materials, PART3 Analytics, and Third-Party Materials are expressly reserved by PART3 and the respective third-party licensors.    

3.7 Updates. PART3 may develop and provide Updates in PART3's sole discretion. PART3 has no obligation to develop or provide any Updates at all or for particular issues. Subscriber shall use Updates to the extent PART3 makes them available to Subscriber. All Updates will form part of the Services and are subject to these Terms, unless any such Updates are accompanied by separate terms. Updates may change any feature of the Services. PART3 does not guarantee that any particular feature of the Services will remain available or unmodified.

4. USER DATA AND INTELLECTUAL PROPERTY

4.1 Consent to Use User Data.  Subscriber owns all rights, titles, and interests in any User Data.  Subscriber hereby irrevocably grants all such rights and permissions in or relating to User Data: (a) to PART3 and PART3’s agents as are necessary or useful to perform the Services (including as input to PART3’s advanced analysis systems and the creation of Resultant Data) and produce the PART3 Analytics; and (b) to PART3 as are necessary or useful to enforce these Terms and exercise its rights and perform its obligations hereunder.  

4.2 Resultant Data.  Notwithstanding anything to the contrary in these Terms or elsewhere, PART3 may monitor and analyze Subscriber’s use of and experience with the Services, compile statistical and performance information related to the provision and operation of the Services, and create de-identified data sets for the purpose of such analysis and compilation (“Resultant Data”).  PART3 may make such Resultant Data publicly available in a de-identified and aggregated manner, provided that the Resultant Data does not incorporate identifiable User Data (including, by way of example but not limitation, Personal Information of a Subscriber).  PART3 retains all Intellectual Property Rights in such Resultant Data and, in furtherance of the foregoing, Subscriber hereby unconditionally and irrevocably grants to PART3 an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto, and waives all moral rights in and to the Resultant Data.

4.3 Feedback.  Notwithstanding any terms to the contrary in these Terms, in the event Subscriber suggests to PART3 any new features, functionality, or performance for the Services which PART3 incorporates into the Services (“Feedback”), such Feedback shall be the exclusive property of PART3, and are hereby irrevocably assigned to PART3 or its licensors; provided that such Feedback is anonymous and does not include any identifiable User Data (including, by way of example but not limitation, Personal Information of a Subscriber).  Subscriber hereby irrevocably and unconditionally waives all “moral rights” relating to the Feedback.  Upon request by PART3, Subscriber shall execute such assignments or conveyances of interest as may be necessary to assist PART3 to prosecute, register, perfect, or record its rights in, or to, any Feedback.  

4.4 Consent. Subscriber shall obtain all necessary consents (at least to the extent required by applicable Laws) from all relevant Individuals to access, collect, store, transfer, or control data with respect to its construction project and/or Personal Information. In particular where required by applicable Laws, Subscriber shall obtain architects’ clients’, project managers’, and explicit, prior, specific, informed and freely given consent for the processing of Personal Information in accordance with applicable Laws.

5. PRIVACY

5.1 Privacy.  Subscriber acknowledges and agrees that Personal Information that Subscriber submits to PART3 in connection with the Services or that are otherwise submitted to or collected by the Services as a result of Subscriber’s use will be handled by PART3 in accordance with the terms of PART3’s Privacy Policy available here: https://www.part3.io/legal/privacy-policy.

6. SUBSCRIBER TECHNICAL SUPPORT; SERVICES AVAILABILITY 

6.1 Support Services.  PART3 shall provide telephone or electronic support during PART3’s business hours in respect of basic issues relating to Subscriber’s access and use of the Services (collectively, “Support Services”).  The Support Services are included in the Services, and PART3 shall not assess any additional Fees, costs, or charges for such Support Services.  PART3 reserves the right to change the scope of Support Services it provides at any time and from time to time, in its sole discretion and without notice to Subscriber.

6.2 Service Availability.  PART3 shall use commercially reasonable efforts to ensure the Services are available twenty-four (24) hours a day, seven (7) days a week, except for: 

• Ontario holidays and weekends (support only) and scheduled maintenance (with notice);

• Any downtime caused by an act or omission by you; 

• Any downtime caused by the failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by PART3 under these Terms; 

• Any downtime caused by scheduled downtime; 

• Any downtime caused by disabling, suspension or termination of the Services; or

• Any unavailability of the Services caused by circumstances beyond PART3’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or failures or delays caused by an Internet service provider or cloud provider

If you request maintenance, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections, Internet services or utilities, issues with the User Data, or other reasons beyond PART3’s control will also be excluded from any such calculation. Your sole and exclusive remedy, and PART3’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than twenty-four hours, PART3 will credit you 1% of Service daily fees for each period of two or more consecutive hours of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as you (with notice to PART3) recognize that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, you must notify PART3 in writing within thirty hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service fees in any one (1) calendar month in any event. PART3 will only apply a credit to the month in which the downtime occurred. PART3’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of PART3 to provide adequate service levels under these Terms.

7. FEES AND PAYMENTS 

7.1 Fees.  Subscriber agrees to pay the Fees set forth in the applicable Order Form.  If no other payment terms are specified in the applicable Order Form, Fees shall be due and payable by the Subscriber immediately upon subscription for the Services.  Unless otherwise specified in the Order Form, Subscriber shall make all payments hereunder in Canadian or US dollars.  

7.2 Pre-authorized Credit Card Payments.  If you pay for the Fees with your credit card, you hereby authorize PART3 to debit such amount on your credit card in accordance with these Terms and any Additional Terms. If a payment is refused for any reason, PART3 will provide you with a notice to change your financial information.  If your financial information has not been changed and/or Fees are not paid after thirty (30) days, PART3 may decide to suspend access to, or use of, all or any part of the Services, PART3 Materials, PART3 Analytics, or Third-Party Material by you.  If PART3 does not receive the Fees within sixty (60) days, PART3 may terminate access to, or use of, all or any part of the Services, PART3 Materials, PART3 Analytics, or Third-Party Material by Subscriber.  Subscriber agrees that if you subscribe to a month-to-month Subscription Plan, we will charge the Fees on your credit card for each month until Subscriber cancels said subscription in accordance with these Terms.    

8. SUBSCRIPTION TERM; SUSPENSION, TERMINATION, OR EXPIRATION OF SERVICES 

8.1 Subscription Term; How To Cancel a Subscription Plan.  Subscription Plans are granted on a subscription basis and renew on the date set out in the applicable Order Form (“Subscription Term”) but the renewal may be earlier terminated by you by sending an email to accounting@part3.io at least thirty (30) days’ prior to the end of the current Subscription Plan period. In the event you do not terminate your subscription at least thirty (30) days prior to the end of the current Subscription Plan your subscription shall automatically renew for another term the same length as your original Subscription Term. 

8.2 Suspension or Termination of Services by PART3. PART3 may, directly or indirectly, suspend, terminate or otherwise deny access to, or use of, all or any part of the Services, PART3 Materials, PART3 Analytics, or Third-Party Material by Subscriber, without incurring any resulting obligation or liability, if: (a) PART3 receives a governmental order that expressly or by reasonable implication requires PART3 to do so; or (b) PART3 believes, in its sole discretion, that: (i) Subscriber has failed to comply with, any provision of these Terms, accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms; (ii) Subscriber has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) if Subscriber is more than thirty (30) days in arrears in the payment of any amounts due under these Terms, effective immediately on notice. 

8.3 Effect of Termination or Expiration.   When a Subscription Plan is terminated, or a Subscription Term expires:

a. PART3 shall disable Subscriber’s access to the Services and PART3 Materials, and PART3 shall have no further obligation to make the Services available to Subscriber; and

b. PART3 shall have no liability or responsibility to Subscriber, and PART3 will not refund any amounts that Subscriber has already paid, unless required to do so by the law.

8.4 Survival.  The provisions set forth in Sections 3.5, 3.7, and 6 to 11, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms will survive any expiration or termination of these Terms.

9. DISCLAIMER; LIMITATIONS OF LIABILITY 

9.1 DISCLAIMER OF CONDITIONS AND WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, ALL SERVICES, PART3 MATERIALS, PART3 ANALYTICS, AND DOCUMENTATION ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND PART3 HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THESE TERMS, AND PART3 SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, TO THE GREATER EXTENT PERMITTED BY APPLICABLE LAWS, PART3 MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES, PART3 MATERIALS, PART3 ANALYTICS OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (a) MEET SUBSCRIBER'S OR ANY OTHER PERSON'S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR (e) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.  TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN SUBSCRIBER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. 

9.2 LIMITATION OF LIABILITY. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.  TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL PART3 OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; (d) BREACH OF DATA OR SYSTEM SECURITY; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.3 CAP ON MONETARY LIABILITY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PART3 UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE COLLECTIVE TOTAL OF FEES PAID BY SUBSCRIBER TO PART3 UNDER THESE TERMS OVER THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE RECEIPT BY PART3 OF THE RELEVANT NOTIFICATION OF CLAIM.  THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.4 Third-Party Material. The Services may include Third-Party Material. All Third-Party Material is licensed to PART3 on terms that are in addition to and/or different from those contained in these Terms, including public license terms. In addition to these Terms, all or any portion of the Services that constitutes Third-Party Material is licensed to you subject to the terms of the applicable third-party licenses. Any breach by you of any such third-party license is a material breach of these Terms. You must promptly notify us of any actual or suspected breach of any such third-party license and cooperate with us as requested by us to minimize the impact on us of any such breach.

10. INDEMNIFICATION

10.1 You agree to indemnify and hold PART3, its affiliates, licensors, and their respective directors, officers, employees, agents, and representatives harmless from all claims, liabilities, damages, and losses, including reasonable legal fees and expenses, due to or arising out of or related to: (1) your breach of any of these Terms (including any Additional Terms incorporated herein); (2) any activity in which you engage on or through the Services; and (3) your violation of any Laws or the rights of a third party.

11. GOVERNING LAW; CLASS ACTION WAIVER 

11.1 Governing Law.  These Terms shall be governed by and construed in accordance with the Laws of the Province of Ontario, Canada, without regard to its choice of law provisions, to the extent such provisions would result in the application of another jurisdiction’s Laws.  

11.2 Class Action Waiver. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST PART3 ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Unless both you and PART3 agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.   

12. MISCELLANEOUS

12.1 Changes. PART3 may make changes to these Terms (including any additional terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the Services (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message or other prominent notice within the Service, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed.  Your use of the Services following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the Services under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.

12.2 Severability.  If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision or part thereof which is necessary to render the provision valid, legal, and enforceable, shall be severed from these Terms and the other provisions and the remaining part of that provision shall remain in full force and effect, provided that the essential bargained-for performance of the parties shall not thereby have been impaired.

12.3 Entire Agreement.  Other than as stated in this section or as explicitly agreed upon in writing between you and PART3, these Terms constitute all the terms and conditions agreed upon between you and PART3 and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.  As noted above, other terms and conditions governing use of the Service are incorporated herein by reference, including the following terms and conditions: Additional Terms; the PART3 Terms of Use; and the PART3 Privacy Policy.

12.4 Assignment.  Subscriber shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms without the PART3’s prior written consent, which consent shall not unreasonably be withheld or delayed.  PART3 may assign its obligations under these Terms at any time.