Sincerely

POSTAGRAM TERMS OF SERVICE

Last Modified on May 27, 2011

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.

Welcome to the sincerely.com website and related websites on which this Terms of Service appears (the "Sites"). This Terms of Service (this "ToS") describes the terms and conditions applicable to your access and use of the Sites and the Postagram mobile phone application (the "App") and the Sites (collectively, the "Service"). This ToS sets forth the terms and conditions under which Sincerely, Inc. ("Sincerely," "we," or "us") provides you access to the Sites and the Service.

Sincerely may amend this ToS at any time by posting the amended Terms of Service on the Sites or through the App, and you agree that you will be bound by any changes to this ToS. For your convenience, the date of last revision is included at the top of this page. Sincerely may make changes to the Sites and/or the Service at any time. You understand that Sincerely may discontinue or restrict your use of the Sites and/or Service for any reason or no reason with or without notice.

Your use of the Sites AND/OR THE SERVICE, or BY clicking "I ACCEPT" if presented with THIS TOS in a click-through format, signifies that you agree to THIS TOS and constitutes your binding acceptance of THIS TOS, including any modifications that SINCERELY makes from time to time.

1. Privacy Policy. By clicking "I ACCEPT" or using the Sites or the Service, you represent that you have read our Privacy Policy. Sincerely may revise the Privacy Policy at any time, and the new versions will be available at the above links. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Sites and/or Service.
2. Requirements. Before you can use the Service, you must: (a) agree to this ToS; (b) install a valid copy of the App on your mobile device, (c) install the Instagram mobile software application ("Instagram") on your mobile device and create an account in Instagram; (d) input your Instagram account information into the App as requested; (e) register for an account on the Service (an "Account"); and (f) meet the hardware and connection requirements published on the Sites. These requirements may change as the Service evolves. You are responsible for any internet connection fees and/or mobile carrier charges that you incur when accessing or using the Service. You acknowledge and agree that these ToS do not apply to Instagram or any accounts that you create through Instagram. You may have to agree to a separate Terms of Service when installing, using or creating an account for Instagram. Should you not agree to such Terms of Service, you may not be able to use or access Instagram, and in such event, you will not be able to use all or some of the features of the App or the Service. Should you uninstall Instagram from your mobile device, you may not be able to use all or some of the features of the App or Service.
3. ToS Updates. Sincerely will revise this ToS as the Sites and/or Service evolves. The next time you use the Service after such an update, you may be prompted to agree to or decline the revised ToS. You must agree to all revisions if you choose to continue using the Sites and/or Service. By using the Sites and/or Service, you agree to the then-current version of this ToS as posted on the Sites at www.sincerely.com/tos. If at any point you do not agree to any portion of the then-current version of this ToS, you must immediately stop using the Sites and/or Service.
4. App Updates. In an effort to improve the Service, Sincerely may require that you download and install updates to the App software.
5. Termination of Service. Sincerely reserves the right to deny service to any user at Sincerely's sole and absolute discretion. The Service is offered with the understanding that Sincerely may terminate any Account registered to you and/or your access to the Service at any time, for any reason or no reason, including without limitation for any violation the ToS. Sincerely may stop offering and/or supporting the Service at any time.
6. Accounts and Security.
   1. Eligibility. You represent that you are an adult and have the legal capacity to enter a contract in the jurisdiction where you reside.
   2. Account. To access the Service, you must create an Account by completing the registration process. You must complete the registration process by providing current, complete and accurate information (including your email address and home address) when prompted. If your contact information changes, you agree that you will promptly update the Account information to reflect those changes.
   3. Account Security. Maintaining account security is very important. You are entirely responsible for maintaining the confidentiality of your Account username and password. You agree to notify Sincerely immediately if you believe that an Account username and/or password have been compromised.
   4. Cancellation by You. You have the right to cancel any Account registered to you at any time. You may cancel any Account registered to you by following the instructions on the Sites or App.
   5. Effect of Account Termination or Cancellation. If you voluntarily terminate an Account or allow that Account to lapse, you may reactivate that Account at any time through the account interface on the Sites. Accounts terminated by Sincerely for any type of abuse, including without limitation a violation of these ToS, may not be reactivated for any reason.
   6. Account Suspension. Sincerely reserves the right to reduce, liquidate, deactivate, suspend or terminate your Account or access thereto if Sincerely suspects, after investigation, that you have used any aspect of the Service to conduct any fraudulent or illegal activity.
   7. No Account Transfers/Sales. Accounts are registered to you personally and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances.
7. Purchases; Replacements and Refunds
   1. Products and Purchases. You may purchase certain products through the Services provided you have provided valid credit card or other payment information for your Account. You acknowledge and agree that all information you provide with regards to a purchase, including, without limitation, credit card or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice, to discontinue or limit the available quantity of any product or service, to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; or to refuse to allow any user to purchase a product or service or deliver any product or service to a user. You agree to pay all fees and applicable taxes incurred by you or anyone using an Account you registered. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, or Service rendered by, Sincerely, your Account may be closed without warning or notice at the sole discretion of Sincerely.
   2. Changes to Products, Pricing and Services. Sincerely may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any products or services offered or sold through the Service. The inclusion of any products or services on the Service at a particular time does not imply or warrant that these products or services will be available at any time. We use reasonable efforts to accurately display the attributes of photographs that you order through the Service, including the colors of those photographs, however, the actual color you see is dependent upon your mobile device or computer monitor, and we cannot guarantee that your mobile device or computer will accurately display such colors. Sincerely may, from time to time, modify, amend, or supplement its fees and fee-billing methods, and such changes shall be effective immediately upon posting in these ToS or elsewhere on the Sites.
   3. Shipment of Products. Title and risk of loss for any purchases pass to you upon our delivery to our carrier. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment. Unless as a result of events outside of our direct control, orders of products purchased by you through the Services will be delivered within the time period specified for the delivery method you have selected.
   4. Replacements and Refunds. Damaged or defective products will be reprinted and reshipped at no charge to you. We may, prior to issuing any reprint or reshipment, request samples of the defective products for inspection. Should you be dissatisfied with the quality of a product that you receive, we may provide you with a credit to your Account so that you may reorder the product or a product of the same value. Please contact us prior to returning a product for a refund as we may be able to provide other options to you. Prior to returning any products to us, we may ask you to complete a return form which we would provide to you.
      
      TO THE EXTENT THAT WE ISSUE ANY TYPE OF REFUND, THAT REFUND WILL BE FOR CREDITS TO YOUR ACCOUNT ONLY. WE DO NOT ISSUE ANY CASH REFUNDS OR REFUNDS TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD OF ANY KIND.
8. Restrictions and Conditions of Use.
   1. Use of Sites and Service. Sincerely permits you to view and use a single copy of the Sites for your personal, non-commercial use. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, or services obtained from the Sites and/or Service.
   2. No Violation of Laws. You agree that you will not, in connection with your use of the Sites, App or the Service or your purchase of any products or services through any of the foregoing, violate any applicable law or regulation. Without limiting the foregoing, you agree that you will not make available through the App, Sites and/or Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
   3. Misuse of Sites and/or Service. You may not connect to or use the Sites and/or Service in any way not expressly permitted by this ToS. Without limiting the foregoing, you agree that you will not (a) institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the Sites and/or Service or otherwise attempt to disrupt the Sites and/or Service or any other person's use of the Sites and/or Service; or (b) attempt to gain unauthorized access to the Sites, Service, Accounts registered to other players, or the computer systems, mobile devices or networks connected to the Sites and/or Service. Furthermore, you may not use the Sites or Service to develop, generate, transmit, publish, display or store any information or Content (defined below) that: (i) is defamatory, harmful, abusive, obscene or hateful; (ii) in any way obstructs or otherwise interferes with the normal performance of another person's use of the Sites and/or Service, (iii) performs any unsolicited commercial communication not permitted by applicable law; (iv) constitutes harassment or a violation of privacy or threatens other people or groups of people; (v) is harmful to children in any manner; or (vi) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person's identity (whether a real identity or online nickname or alias).
   4. No Commercial Uses. You agree that you will not use the App, the Sites or the Service for any commercial purpose or the benefit of any third party or charge any person, or receive any compensation for, the use of the App, the Sites or Service.
   5. No Data Mining or Harmful Code. You agree that you will not (i) obtain or attempt to obtain any information from the Service, including without limitation information about other users, using any method not expressly permitted by Sincerely; (ii) intercept, examine or otherwise observe any proprietary communications protocol used by the App or the Service, whether through the use of a network analyzer, packet sniffer or other device; (iii) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the App, the Sites or the Service.
9. User Content. Content. "Content" means any communications, images, photographs, text, video, audiovisual works, drawings, paintings, and all other material and information that you upload or transmit through the Sites, App and/or Service, or that other users upload or transmit, including without limitation any Content imported into the Sites or Service through Instagram or any forum postings on the Sites or Service. You hereby grant to us and our licensors, including without limitation our respective successors and assigns, a non-exclusive, perpetual, irrevocable, sublicensable, transferable, worldwide, paid-up right to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice such Content as well as all modified and derivative works thereof, without compensation to you solely in and in connection with the Service (including, without limitation, promotion of the Service). None of the Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Content. You agree that you may not upload or otherwise transmit on or through the Sites, App and/or Service any Content that is subject to any third-party rights. Content Screening and Disclosure. We do not, and cannot, pre-screen or monitor all Content. However, our representatives may monitor (including without limitation photographs you access through the Service or forum postings), and you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the submission of any Content. We do not assume any responsibility or liability for Content that is generated by users of the Sites and/or Service. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any Content. We also reserve the right, at all times and in our sole discretion, to disclose any Content (including without limitation chat text) for any reason, including without limitation (i) to satisfy any applicable law, regulation, legal process or governmental request; (ii) to enforce the terms of this ToS or any other agreement; (iii) to protect our legal rights and remedies; (iv) where we feel someone's health or safety may be threatened; or (v) to report a crime or other offensive behavior.
10. Ownership. As between you and Sincerely and/or its licensors, Sincerely and/or its licensors own the Sites, Service the App, and Accounts. You agree that you will not create any work of authorship or create any derivative works based on the Sites, the App or the Service. Any reproduction or redistribution of the Sites or the App, or use of the Service not in accordance with this ToS is expressly prohibited by law, and may result in severe civil and criminal penalties.
11. Links.
    1. Links from the Sites. The Sites may contain links to websites operated by other parties. Sincerely provides these links to other websites as a convenience, and use of these sites is at your own risk. The linked sites are not under the control of Sincerely, and Sincerely is not responsible for the content available on the other sites. Such links do not imply Sincerely's endorsement of information or material on any other site and Sincerely disclaims all liability with regard to your access to and use of such linked websites.
    2. Links to the Sites. Unless otherwise set forth in a written agreement between you and Sincerely, you must adhere to Sincerely's linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Sincerely's and/or its licensors' names and trademarks, (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Sincerely, (iii) when selected by a user, the link must display the Sites on full-screen and not within a "frame" on the linking Sites, and (iv) Sincerely reserves the right to revoke its consent to the link at any time and in its sole discretion.
12. Notice for Claims of Copyright Infringement.
    If you are a copyright owner or agent thereof and believe that content posted on the Sites by a Sincerely user infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. ¤ 512(c)) to our Copyright Agent with the following information:
    • (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
    • (b) a description of the copyrighted work that you claim has been infringed;
    • (c) the URL of the location on our website containing the material that you claim is infringing;
    • (d) your address, telephone number, and email address;
    • (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    • (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
    
    
    Our Copyright Agent can be reached by mail at: Sincerely, Inc., 800 Market St. Suite 600 San Francisco, CA 94102 ATTN: Sincerely, Inc. Copyright Agent. or by email at info@sincerely.com. Please note that attachments cannot be accepted at the email address for security reasons. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.
13. Intellectual Property.
    1. Trademarks. Postagram and the Postagram logo are trademarks/service marks of Sincerely. Sincerely and the Sincerely logo are trademarks/service marks of Sincerely. Unauthorized use of any Sincerely trademark, service mark or logo may be a violation of federal and state trademark laws.
    2. Copyright. The Sites, Service and App are protected by U.S. and international copyright laws. Except for your use as authorized above, you may not modify, reproduce or distribute the content, design or layout of the Sites, Service or App, or individual sections of the content, design or layout of the Sites without Sincerely's express prior written permission.
14. Unsolicited Idea Submissions. Neither Sincerely nor any of its employees and/or contractors accept or consider unsolicited ideas, original creative artwork or other works, including, without limitation, ideas or suggestions for new or improved applications or technologies, application or product enhancements, marketing plans or names for new applications or services (collectively "Unsolicited Ideas"). Please do not send your Unsolicited Ideas to Sincerely or its employees and/or contractors. Our policy is aimed at avoiding potential misunderstandings or disputes when Sincerely's products or strategies might seem similar to Unsolicited Ideas that are submitted. If, despite our request that you not send us your Unsolicited Ideas, you still submit your Unsolicited Ideas to us or to any of our employees and/or contractors, then, you hereby grant us and our designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and license, digitally perform, make, have made, sell, offer for sale and import your Unsolicited Ideas, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto, in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, including, without limitation, giving the Unsolicited Ideas to others.
15. Location. The Sites and the Service are operated by Sincerely in the United States. Those who choose to access the Sites, and/or the Service from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.
16. Children. The Sites and the Service are not directed toward children under 13 years of age nor does Sincerely knowingly collect information from children under 13. If you are under 13, please do not submit any personally identifiable information to Sincerely.
17. Disclaimer of WarrantIES.
    
    THE SITE AND SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SINCERELY MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SITE, THE APP AND/OR SERVICE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE, THE APP, THE SERVICE AND/OR THE CONTENT AVAILABLE ON THE SITE, THE APP AND/OR SERVICE IS AT YOUR SOLE RISK. SINCERELY DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE, THE APP AND/OR SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SITE, THE APP OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE, THE APP OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    
    Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.
18. Limitation of Liability; SOLE AND EXCLUSIVE REMEDY.
    
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, SINCERELY, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, THE APP AND/OR SERVICE, EVEN IF SINCERELY AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF SINCERELY OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT THAT YOU PAID TO US OR OUR DESIGNEES DURING THE SIX (6) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.
    
    Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Sincerely and its affiliates shall be limited to the fullest extent permitted by law.
19. Indemnification. You agree to indemnify, defend and hold Sincerely and the Related Parties harmless from any claim, demand, damages or other losses, including reasonable attorneys' fees, asserted by any third-party resulting from or arising out of any breach by you of this ToS or any other policies that Sincerely may issue for the Sites and/or Service from time to time.
20. Dispute Resolution and Arbitration.
    1. Negotiations. Before initiating any arbitration or court proceeding, you and Sincerely agree to first attempt to negotiate any dispute, controversy or claim related to these ToS ("Claim") (except those Claims expressly provided in Section 20.6 below) informally for at least thirty (30) days. Negotiations will begin upon written notice. Sincerely will send its notice to your billing address and email you a copy to the email address you have provided to us. You will send your notice to Sincerely at 800 Market St. Suite 600 San Francisco, CA 94102, ATTN: CEO.
    2. Binding Arbitration. If the parties fail to resolve a Claim through negotiations, within such thirty (30)-day period, either you or Sincerely may elect to have the Claim (except as otherwise provided in Section 20.6) finally and exclusively resolved by binding arbitration by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this ToS. In the event of a conflict between the terms set forth in this Section 20 and the JAMS Rules, the terms in this Section 20 will control and prevail.
       
       Except as otherwise set forth in Section 20.6, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this ToS, (i) you and Sincerely may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator's decision is final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
       
       BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND Sincerely ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
       
       
    3. Arbitration Fees. If you initiate arbitration for a Claim, you will only need to pay an arbitration initiation fee of $250 and we will pay all other costs charged by JAMS for initiating the arbitration. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. Notwithstanding Section 21.5 of this ToS to the contrary, you will not be required to pay our attorneys' fees or other costs if you do not prevail in the arbitration.
    4. Location. The arbitration will take place in your hometown area if you so notify Sincerely in your notice of arbitration or within ten (10) days following receipt of Sincerely's arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in San Francisco, California, unless the parties agree to video, phone and/or internet connection appearances. Any Claim not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided exclusively by a court of competent jurisdiction in San Francisco, California, United States of America, and you and Sincerely agree to submit to the personal jurisdiction of that court.
    5. Limitations. You and Sincerely agree that any arbitration shall be limited to the Claim between Sincerely and you individually.
       
       YOU AND SINCERELY AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER.
       
    6. Exceptions to Negotiations and Arbitration. You and Sincerely agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or Sincerely's intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts' jurisdiction in lieu of arbitration.
    7. Governing Law. Except as otherwise provided in this ToS, this ToS shall be is governed by, and will be construed under, the laws of the United States of America and the law of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
    8. Severability. You and Sincerely agree that if any portion this Section 20 is found illegal or unenforceable (except any portion of Section 20.6), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 20.6 is found to be illegal or unenforceable then neither you nor Sincerely will elect to arbitrate any Claim falling within that portion of Section 20.6 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within San Francisco, State of California, United States of America, and you and Sincerely agree to submit to the personal jurisdiction of that court.
21. General.
    1. ToS Revisions. This ToS may only be revised in a writing signed by Sincerely, or published by Sincerely on the Sites.
    2. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Sincerely as a result of this ToS or your use of the Service or the App.
    3. Assignment. Sincerely may assign this ToS, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the ToS without Sincerely's prior written consent, and any unauthorized assignment by you shall be null and void.
    4. Severability. If any part of this ToS is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToS shall be given full force and effect.
    5. Attorneys' Fees. In the event any litigation is brought by either party in connection with this ToS, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
    6. No Waiver. Our failure to enforce any provision of this ToS shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this ToS shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
    7. Notices. All notices given by you or required under this ToS shall be in writing and addressed to: Sincerely, Inc., 800 Market St. Suite 600 San Francisco, CA 94102, ATTN: CEO.
    8. Export Administration. You will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively "Export Controls"). Without limiting the generality of the foregoing, you will not, and you will require your representatives not to, export, direct or transfer the Software, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
    9. Equitable Remedies. You hereby agree that Sincerely would be irreparably damaged if the terms of this ToS were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToS, in addition to such other remedies as we may otherwise have available to us under applicable laws.
    10. Entire Agreement. This ToS, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Sites and/or Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Sites and/or Service.