Forums.net Terms of Service
These Terms of Service constitute a legally binding agreement (the "Agreement") by and between ProBoards, Inc. dba Forums.net (hereinafter, "Forums.net") and you or your company (in either case, "You" or "Your") concerning Your purchase and use of Forums.net's website, (the "Website"), products and services, including without limitation forum hosting services. The Website, products and services are collectively referred to herein as "the Services." By using the Services, You represent and warrant that You have read and understood, and agree to be bound by, this Agreement, as modified by Forums.net from time to time and posted on the Website.
FEES & PAYMENT; RECURRING CHARGES; LIMITATION ON PERSONAL PLANS
When You register with the Website and select a service plan (Your "Service Plan"), You agree to pay Forums.net the aggregate fees (the "Recurring Fee") indicated in Your Service Plan in consideration for the products and Services provided by Forums.net under this Agreement, which fees shall be paid by you on a recurring basis according to the terms of Your Service Plan (the "Recurring Fee"). For example, if Your Service Plan provides for payments to Forums.net every month, then the Recurring Fee will become due and payable on a monthly basis. The terms of Your Service Plan are incorporated herein by reference.
Authorization for Recurring Charges
The Recurring Fee is billed on a recurring basis in accordance with Your Service Plan until You terminate this Agreement pursuant to Section 15. As such, You agree that the credit or debit card that You provide during registration (or a different credit or debit card if You later change Your credit or debit card, or a different payment method if authorized by Your Service Plan) (the "Active Card") will be charged the Recurring Fee. You expressly authorize Forums.net (or its partners, affiliates, and/or agents) to charge Your Active Card the Recurring Fee and You further acknowledge and agree that Forums.net will not obtain additional authorization from You for each Recurring Fee charged to the Active Card. FORUMS.NET DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY OVERDRAFT CHARGES OR FEES YOU MAY INCUR FROM YOUR CARD ISSUER OR BANK FOR INSUFFICIENT FUNDS.
Finality of Purchase
ALL PURCHASES ARE FINAL. ALL FEES ARE NONREFUNDABLE. In the event of a discrepancy pertaining to fee collection, You have ten business days from the date of the completed charge to send notification to Forums.net about the discrepancy, after which all charges are no longer subject to change. Forums.net's decision not to exercise any specific right or require performance of any specific obligation under this Agreement, including without limitation the collection of monthly or annual fees from You, shall not affect Forums.net's subsequent ability to exercise such right or require such performance at any time thereafter. Nor shall Forums.net's waiver of Your breach constitute Forums.net's waiver of any subsequent breach.
Forums.net may, from time to time, offer various trial or other promotional memberships ("Trial Memberships"), which are subject to these Terms except as otherwise stated in the promotional offers. To avoid payment of any Recurring Fee, You may cancel Your Trial Membership at any time before the expiration of the stated trial period. After expiration of the trial period, You will be billed the recurring Recurring Fee according to Your Service Plan and the Terms stated herein.
- Recurring Fee
Provision of Services; Service Level Agreement
Forums.net will provide You with the Services ordered and described in Your Service Plan.
As part of the Services, Forums.net shall use reasonable effort to make the services available 24 hours a day, 7 days a week, except for (a) planned downtime, or (b) downtime caused by circumstances beyond Forums.net's reasonable control. Forums.net guarantees a minimum service level, as indicated in Your Service Plan. If Forums.net fails to meet the guaranteed service level during a given calendar month, Forums.net will reimburse You as indicated in Your Service Plan, up to the full amount of your Recurring Fee for the month at issue. In order to qualify for reimbursement, You must submit a support ticket in Forums.net's ticketing system within one (1) week of the service level outage.
Rights to Content
Your Content & License
"Your Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software) in any medium, provided by You in conjunction with Your use of the Services. "Third-Party Content" means any content, software, or other computer programming material that is owned by an entity other than Forums.net. You always retain ALL rights to Your Content. However, in order to permit You to display Your Content on Your forum, Forums.net is legally required to obtain a license to Your Content from You. Accordingly, You hereby grant to Forums.net the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use Your Content solely for the purpose of rendering the Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose.
You represent and agree that Your Content does not include any content that infringes on any third party's intellectual property or publicity/privacy rights, does not violate any applicable law or regulation, and does not contain any harmful material, such as viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information.
Notwithstanding any limitations in the foregoing, You hereby grant to Forums.net permission to use Your name, company name, logo, trademarks, and screenshots of Your forum in Forums.net's marketing materials and on the Website to identify You as a customer of Forums.net.
Forums.net's Content & License
Subject to Your compliance with the terms and conditions of this Agreement, Forums.net grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Services. The Website and Services, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, or distributed without the express written consent of Forums.net. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Forums.net or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
- Your Content & License
Administration of Your Forum
Your Exclusive Control of Your Forum
Forums.net does not control the forum(s) made available to You by means of the Services ("Your Forum"). You understand and agree that You are exclusively responsible for the administration and content of Your Forum and reserve the right, in Your sole discretion, to delete or modify posts to Your Forum, create and revoke memberships to Your Forum, block access to Your Forum, modify Your account profile, or modify any content on Your Forum. Forums.net will refer any communication it receives regarding any complaint, grievance, or problem with Your Forum to You and You agree to handle the same through Your own Forum policies and procedures.
Your Exclusive Responsibility for User Content
"User Content" is any content, materials or information that users of Your Forum ("Users") upload or post to, or transmit, display, perform or distribute by means of, Your Forum. You understand and agree that You are exclusively responsible for ensuring that the display and use of User Content on Your Forum complies with all applicable laws, including without limitation, trademark and copyright laws, privacy laws, laws relating to adult content, obscene content, or child pornography, defamation, computer fraud and abuse, phishing, malware, unsolicited emails or "spam," "cookies," and so forth.
Your Terms of Service
You agree to implement and post on Your Forum and, if applicable, Your associated website a terms of service agreement that governs all aspects of Your relationship with Users and meets all applicable legal requirements for the United States and the jurisdiction in which You are located, if said jurisdiction is outside the United States.
Your DMCA Policy
Because You assume responsibility for all content on Your Forum, including User Content, You understand and agree that You are exclusively responsible for ensuring all content on Your Forum complies with the Digital Millennium Copyright Act, 17 U.S.C. 512 et seq. (the "DMCA") and that, if applicable, You comply with all provisions required by the DMCA of "Online Service Providers" to remove and/or reinstate allegedly infringing content and to maintain so-called "Safe Harbor" protection. To this end, You agree to designate Your own DMCA Agent and maintain and enforce Your own DMCA Policy on Your Forum.
If Forums.net receives a DMCA Take-Down Notice regarding content posted on Your Forum, Forums.net will forward said Notice to You via the email address You provided to Forums.net. You agree to respond to Forums.net within 48 hours of Forums.net's forwarding of the Notice that either (1) You have removed the infringing material and responded to the issuer of the Notice regarding the same, or (2) You have determined the Notice does not meet the requirements of the DMCA and have responded to the issuer of the Notice regarding the same. You understand and agree that, if You do not respond to Forums.net as stated herein within the 48 hours provided, Forums.net will temporarily disable Your Forum until the matter has been resolved.
Use of Custom Domain Name; SSL Certificate
Forums.net offers two publishing options for Your Forum: (1) hosting on Forums.net, which uses the HTTPS protocol, or (2) at Your own "Custom Domain Name." If You choose to use a Custom Domain Name and wish to use SSL for it, You agree to secure, maintain, and provide to Forums.net an SSL Certificate for the Custom Domain Name compatible with Forums.net.
- Your Exclusive Control of Your Forum
User Information; Password Protection
In connection with Your use of the Services, You may be required to complete a registration form. You represent and warrant that all user information You provide on the registration form or otherwise in connection with Your use of the Services will be current, complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy by visiting Your personal profile.
You may also be asked to provide a user name and password in connection with Your use of certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of any other member at any time. You agree to notify Forums.net immediately of any unauthorized use of Your account, user name, or password. Forums.net shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by Forums.net, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of Your account or password.
Assumption of Risk; Release
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES, YOUR OFFICERS, DIRECTORS, AGENTS, PRINCIPALS, HEIRS, SUCCESSORS, AND ASSIGNS HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY FORUMS.NET AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "FORUMS.NET PARTIES") FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE WEBSITE AND SERVICES.
Consent to Receive Email From Forums.net
By registering with the Website, You hereby consent to receive periodic email communications regarding the Services, new product offers, promotions and other matters.
FORUMS.NET and the "Forums.net logo" (collectively, the "Forums.net Marks") are trademarks or registered trademarks of ProBoards, Inc. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the Forums.net Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Forums.net Marks generated as a result of Your use of the Website and Services will inure to the benefit of Forums.net, and You agree to assign, and hereby do assign, all such goodwill to Forums.net. You shall not at any time, nor shall You assist others to, challenge Forums.net's right, title, or interest in or to, or the validity of, the Forums.net Marks.
Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the Forums.net logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Forums.net, Inc or are the property of Forums.net's licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2014 to the present, Forums.net. ALL RIGHTS RESERVED.
Disclaimers; Limitation of Liability
FORUMS.NET, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORUMS.NET, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER FORUMS.NET NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER FORUMS.NET NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
Your Responsibility For Loss or Damage; Backup of Data
ALTHOUGH FORUMS.NET IMPLEMENTS REASONABLE PROCEDURES TO ENSURE YOUR FORUM DATA IS BACKED UP REGULARLY, YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD FORUMS.NET OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, VIRUSES, ERRORS, PROBLEMS OR OTHER LIMITATIONS. To this end, Forums.net provides You with tools to enable you to export Your data in the Forums.net Admin Panel.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
Limitation of Liability
THE LIABILITY OF FORUMS.NET AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FORUMS.NET OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO FORUMS.NET OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF FORUMS.NET AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES SHALL BE $50.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN FORUMS.NET AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND FORUMS.NET OR BETWEEN YOU AND ANY OF FORUMS.NET'S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. FORUMS.NET'S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
- No Warranties
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless Forums.net and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Industry Professionals (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) access to or use of Your Forum by Users; (iv) Your Content or User Content posted to Your Forum; (v) Your provision to Forums.net or any of the Indemnified Parties of information or other data; (vi) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; (vii) Your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights; or (viii) any goods or services You advertise or solicit through the Website and/or Services.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
By using the Services and entering into this Agreement, You represent and warrant that; (1) if You are an individual, You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law; or (2), if You are a business entity, the party registering (and thereby entering into this Agreement) on Your behalf has the full corporate right, power, and authority to enter into this Agreement. This Agreement is void where prohibited.
Governing Law; Jurisdiction and Venue
The Website, Services, and this Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in Lake Forest, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
You agree that any dispute, of any nature whatsoever, between You and Forums.net arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of JAMS in Orange, California unless You and Forums.net mutually agree to a different arbitrator, who shall render an award in accordance with the substantive laws of California and JAMS' Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. Each party shall bear its own attorneys' fees and half of the costs of arbitration, except that if the arbitrator finds that the complainant brought the litigation without merit and in bad faith, the arbitrator shall award costs (including, without limitation, the JAMS fee and reasonable attorneys' fees) to the prevailing party.
Restrictions Against Joinder of Claims
You and Forums.net agree that any arbitration shall be limited to each Claim individually. To the full extent under the law, (1) no arbitration shall be joined with any other arbitration; (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures; and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or Forums.net from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Forums.net from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING "EQUITABLE RELIEF" WILL BE THE FEDERAL AND STATE COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
- Binding Arbitration
Termination at Will
Without limiting any other provision of this Agreement, either party may terminate the Agreement without cause and at any time by providing notice in writing to the other party. In order to avoid being billed for the next billing period, You must provide Forums.net with notice of termination through the Forums.net Admin Panel at least five (5) business days prior to the end of Your billing cycle. Payments will not be prorated for partial use of the Services during any billing cycle.
This Agreement shall automatically terminate in the event that You breach any of Your representations, warranties or covenants under this Agreement. Such termination shall be automatic, shall not require any further action by Forums.net, and may result in the automatic and immediate disabling of Your Forum.
Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, Forums.net may, but has no obligation to, in Forums.net's sole discretion, rescind any services and/or delete from Forums.net's systems all Your personal information, Your Content, User Content, and any other files or information that You made available to Forums.net or that otherwise relate to Your Forum or Your use of the Services. Subsequent to termination, Forums.net reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1, 2, 6-8, and 10-17 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed Forums.net.
- Termination at Will
All notices required or permitted to be given under this Agreement must be in writing. Forums.net shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Forums.net. You agree that any notice received from Forums.net electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH FORUMS.NET IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY FORUMS.NET OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Forums.net by means of: (1) fax at: 949-916-3152; or mail, postage prepaid, to 26060 Towne Centre Dr, Lake Forest, CA 92610.
This Agreement may only be modified by a written amendment signed by an authorized executive of Forums.net or by the unilateral amendment of this Agreement by Forums.net and by the posting by Forums.net of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Forums.net. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Forums.net are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the Forums.net Parties and the Indemnified Parties as and to the extent set forth above, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to Forums.net and Forums.net's licensors and suppliers, and would therefore entitle Forums.net or Forums.net's licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.