CartHappy

Terms of Use

Last Updated: August 25, 2026

Please read these Terms of Use ("Terms," "Terms of Use," or "Agreement") carefully before using the CartHappy website located at www.carthappy.com (the "Website"), the CartHappy browser extension (the "Extension"), or any related services (collectively, the "Services"). These Terms govern your access to and use of the Services.

1. Agreement to Terms

By clicking the checkbox next to "I agree to the Terms of Use and Privacy Policy," by installing the Extension, by creating an account, or by otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

As used in these Terms, "we," "us," "our," “CartHappy” and the "Company" refer to CartHappy, Inc., a Delaware corporation, and "you," "your," and "User" refer to individuals who create an account for use with the Services or otherwise access the Services.

BY CREATING AN ACCOUNT, INSTALLING THE EXTENSION, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE.

2. Description of the Services

CartHappy provides a shopping assistant for groceries. Our Services may include, but are not limited to:

  • A browser extension that operates within your browser session to compare prices across retailers and build shopping carts on various retailer websites;
  • Automated identification and application of available deals, coupons, and promotions;
  • Real-time inventory and in-stock status checking;
  • Cart preparation and optimization for pickup or delivery;
  • AI-powered analysis of your purchase history to identify purchase patterns (including dietary patterns) and provide personalized recommendations; and
  • Integration with your grocery retailer accounts.

The Extension operates as an "embedded agent" within your browser session, accessing and interacting with retailer websites on your behalf based on your instructions and authorizations. You remain responsible for completing all purchases directly through the applicable retailer's website.

By installing the Extension, you authorize and direct the Company to automatically collect relevant information from third-party websites and the pages you visit on your browser, including, without limitation, information about page visits, products, pricing, coupons, deals, merchants, shipping, loyalty programs, purchase incentives and offers. We may use this information to improve the Extension and the Services, including by sharing such information with other users, merchants and other third parties, but we will not specifically identify you to third parties when we share such information with them.

3. Changes to Terms

The Company reserves the right, at its sole discretion, to modify, add, or remove any terms or conditions of these Terms of Use without prior notice. Any changes to these Terms will be effective immediately upon posting of the revised Terms. We will update the "Last Updated" date at the top of these Terms when we make changes. You agree to review these Terms periodically, and your continued use of the Services following the posting of any changes constitutes your acceptance of those changes.

4. Eligibility and Access

You must be at least eighteen (18) years of age to register for or use the Services. By using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

The Company makes no claims that the Services may be lawfully accessed in any specific location. Access to the Services may not be legal by certain persons or in certain states or countries. When you access the Services, you are solely responsible for compliance with the laws and regulations of your jurisdiction.

5. User Information

You are solely responsible for the information you input or upload to the Services, and warrant and represent you have the right and authorization to register for the Services. The Company reserves the right in its sole discretion to decide whether the information you input or upload is appropriate and complies with the Terms of Use, other Company policies, and applicable laws and regulations.

If you register for the Services, you will be asked to provide certain information including a valid email address. You warrant and represent that all such information is current and accurate, and that it will be kept up-to-date.

Your privacy rights are set forth in our Privacy Policy located at www.carthappy.com/privacy. You may access this page via this URL.

Company reserves the right to offer Company or third-party services and products to you based on your purchase history and/or the preferences that you identify in your registration and at any time thereafter, unless you opt-out of receiving third- party services and products.

6. Username, Password, and Security

You are responsible for maintaining the confidentiality of your information as it relates to the Services, including your username and password, and are responsible for all uses of your username and password whether or not authorized by you. If you wish to have someone else use your device, it is important you always log out so no other individual will have access to your account or content.

You agree to immediately notify the Company of any unauthorized use of your username and password.

7. Limited License to Use the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial purposes. This license does not include the right to modify, copy, distribute, sell, lease, or create derivative works from the Services.

8. Retailer Account Authorization

To use the Services, you may, at your discretion, provide access to information stored in your accounts of third-party retailers ("Retailer Accounts"). By providing this access to a Retailer Account, you expressly authorize CartHappy to:

  • Access your Retailer Accounts through your active browser session when you are logged in to those accounts, or through other authorized authentication methods;
  • Retrieve your purchase history, including products purchased, prices paid, purchase dates, and store locations;
  • Access real-time pricing, availability, and inventory information;
  • Search for and apply available coupons, deals, and promotions;
  • Add items to your shopping cart on retailer websites;
  • Prepare carts for pickup or delivery based on your preferences.

You acknowledge and agree that your use of the Services in connection with any Retailer Account is subject to that retailer's terms and conditions, and it is your sole responsibility to ensure compliance with those terms. You further represent and warrant that you have granted permission for CartHappy to access information contained in your Retailer Accounts on your behalf. You acknowledge that CartHappy is not affiliated with, endorsed by, or sponsored by any third-party retailer.

You may control CartHappy's access to a Retailer Account by choosing whether to log in to that retailer's website and then make use of the CartHappy Extension. CartHappy will only interact with a Retailer Account during active browser sessions where you have logged in.

9. CartHappy Is Not a Retailer

You understand and agree that CartHappy is a shopping assistant tool only. CartHappy is not a retailer, seller, or reseller of any products. CartHappy does not sell any groceries or other products to you.

You understand and agree that when you complete a purchase, you are purchasing directly from the applicable third-party retailer, not from CartHappy. All orders, payments, fulfillment, delivery, returns, refunds, and customer service matters are between you and the applicable retailer and are governed by that retailer's terms, conditions, and policies.

You understand and agree that CartHappy is not responsible for:

  • The availability, quality, safety, or legality of any products offered by retailers;
  • The accuracy of product descriptions, pricing, or availability information provided by retailers;
  • The fulfillment, delivery, or non-delivery of any orders;
  • Any disputes between you and any retailer; or
  • Any retailer's terms of service, privacy practices, or other policies.

10. Pricing, Coupons, and Deal Disclaimers

CartHappy attempts to provide accurate and up-to-date pricing, coupon, deal, and availability information. However, we rely on data provided by third-party retailers and other sources, which may contain errors, inaccuracies, or may not be current.

CartHappy does not guarantee:

  • The accuracy of any pricing information displayed;
  • That any coupon, deal, or promotion will be valid, applicable, or honored by any retailer;
  • That any item will be in stock or available for purchase;
  • That the final price you pay will match the price displayed in CartHappy; or
  • Any specific level of savings.

You understand and agree that you are responsible for verifying all pricing and availability information before completing any purchase and that the final price and availability of products are determined solely by the retailer at checkout.

11. Accuracy, Completeness, and Timeliness of Information

We are not responsible if information made available via the Services is not accurate, complete, or current. The material available via the Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information.

We do not warrant the accuracy, completeness, or usefulness of information on CartHappy. Any reliance you place on such information is strictly at your own risk. These Services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Services at any time, but we have no obligation to update any information on the Services. You agree that it is your responsibility to monitor changes to the Services.

We disclaim all liability and responsibility arising from any reliance placed on information provided through the Services by you or anyone else who may be informed of such information.

12. Errors, Inaccuracies, and Omissions

Occasionally there may be information available on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel registrations or accounts if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your registration).

We undertake no obligation to update, amend, or clarify information on the Services or on any related website, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information available via the Services has been modified or updated.

13. Fees and Payment

The basic CartHappy Services are currently provided free of charge. We reserve the right to introduce paid features, subscription tiers, or premium services in the future. If we introduce fees for any Services you are using, we will provide you with advance notice and an opportunity to accept or decline the paid Services.

You understand and agree that any payments you make to third-party retailers for purchases are between you and those retailers and are not payments to CartHappy.

14. Your Conduct

The Services may be used only for lawful purposes relating to the purchasing of goods from certain retailers (“Purpose”). The Company specifically prohibits any use of the Services, and all users agree not to use the Services, for any purposes other than those designated by the Company.

You are prohibited from sharing your password or login for the Services with anyone or allowing anyone to access your account in any way. It is your responsibility to log out of your account and you accept responsibility for any unlawful access due to your conduct.

You are prohibited from creating an account for anyone other than yourself. You are prohibited from creating an account and using fake credentials/a fake name.

You are prohibited from violating or attempting to violate the security of the Services, including, without limitation:

  • accessing data not intended for such user or logging into a server or account which the user is not authorized to access;
  • attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
  • attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to this Services, overloading, "flooding", "spamming", "mailbombing," or "crashing";
  • forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting; or
  • scraping or harvesting data.

You agree not to use the Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation;
  • To engage in any fraudulent activity, including fraud against retailers, manufacturers, or other third parties;
  • To violate any retailer's terms of service or policies;
  • To resell products purchased using the Services for commercial purposes;
  • To impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity; or
  • For any other purpose that is harmful, illegal, or inconsistent with these Terms.

Violations of system or network security or inappropriate conduct may result in civil or criminal liability. The Company will investigate occurrences that may involve such violations and may involve and cooperate with law enforcement entities in prosecuting users who are involved in such violations.

15. AI-Powered Features

15.1 Definitions

"AI Features" means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs artificial intelligence, machine learning, large language models, or similar technologies.

"AI Input" means information, data, or content that is input, submitted, or transmitted by you or on your behalf through the AI Features, including but not limited to your purchase history, shopping preferences, and any other data you provide.

"AI Output" means information, recommendations, suggestions, or other content generated by the AI Features in response to AI Input, including product recommendations, dietary pattern analysis, and cart optimization suggestions.

15.2 How We Use AI

CartHappy uses AI Features to analyze your purchase history and shopping patterns, identify dietary patterns and preferences, and provide personalized recommendations and optimized shopping carts. Our AI Features use large language models and other AI technologies to process your data and generate outputs.

15.3 AI Output Disclaimers

YOU ACKNOWLEDGE AND AGREE THAT:

  1. AI Outputs may be inaccurate, incomplete, or inappropriate for your particular needs. AI technology, including large language models, can produce errors, inaccuracies, or "hallucinations."
  2. AI Outputs are provided for informational and convenience purposes only and do not constitute professional advice of any kind, including nutritional, dietary, medical, or health advice.
  3. AI Outputs may reflect biases present in training data or underlying models.
  4. AI Outputs are not unique to you, and similar inputs from other users may generate the same or similar outputs.
  5. AI Outputs, including dietary pattern analysis and product recommendations, do not take into account your specific food allergies, intolerances, medical conditions, or medication interactions. CartHappy is not responsible for any adverse health effects resulting from your reliance on AI Outputs. If you have food allergies or dietary restrictions for medical reasons, you must independently verify all product ingredients before consumption.
  6. You are solely responsible for reviewing, evaluating, and verifying any AI Output before relying on it or taking any action based on it.
  7. CartHappy does not guarantee or warrant the accuracy, reliability, completeness, or fitness for any purpose of any AI Output.

If you have specific dietary requirements, allergies, medical conditions, or nutritional needs, you should consult with a qualified healthcare professional and not rely on AI Outputs from CartHappy.

15.4 Your Responsibilities

You are responsible for ensuring that any AI Input you provide does not violate any third-party rights or applicable laws. You represent and warrant that you have the right to provide all AI Input to CartHappy.

You agree not to use the AI Features:

  1. To generate content that is illegal, harmful, fraudulent, or violates these Terms;
  2. For any medical diagnosis, treatment, or healthcare decisions; or
  3. To attempt to reverse engineer, extract training data from, or otherwise exploit the AI models underlying the Services.

15.5 Rights in AI Data

You retain ownership of your AI Input. By using the AI Features, you grant CartHappy a non-exclusive, royalty-free, worldwide license during the term of your account and for a reasonable period thereafter as necessary to complete any processing in progress to use, reproduce, and process your AI Input as necessary to provide the Services to you.

You acknowledge that CartHappy may use aggregated and de-identified data derived from AI Input and AI Output to improve the Services and develop new products and features. Such aggregated and de-identified data will not identify you personally.

CartHappy may use aggregated and de-identified AI Input and AI Output to train, improve, and enhance the AI Features and Services.

AI Outputs are provided to you for your personal, non-commercial use. You may not use AI Outputs to train, develop, or improve competing AI systems or services.

16. User Feedback

If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Services without any obligation to compensate you. You understand and agree that all Feedback will be treated as non-confidential.

While the Company values user Feedback, please be specific in your comments and do not submit creative ideas, inventions, or suggestions.

If, despite our request, you send creative ideas, inventions, or suggestions, all such submission shall be the property of the Company. The Company shall own exclusively all now known or later discovered rights to the submissions and shall be entitled to unrestricted use of the submissions for any purpose at any time whatsoever, commercial or otherwise, without compensation to you, other users, or any other third party.

No part of the submissions shall be subject to any obligation of confidence and the Company shall not be liable for any use or disclosure.

17. Intellectual Property

CartHappy and any other Company trademarks and trade names, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of the Company, and any unauthorized use of such trademarks and trade names is prohibited.

The Services (including, without limitation, all programs, videos, compiled binaries, interface layout, interface text, documentation, resources, and graphics) are the sole and exclusive property of the Company and are protected by copyright, trademark, and other intellectual property common and statutory laws of the United States and other countries.

You agree that the Company owns and retains all rights to the Services and that the content is solely owned and controlled by the content provider and all such material is protected and copyrighted, trademarked, and protected by copyright, trademark, and other intellectual property common and statutory laws of the United States and other countries.

User agrees that the Services, including the specific design and structure, constitute proprietary and confidential information, trade secrets and/or intellectual property of the Company. You agree not to disclose, provide, or otherwise make available such proprietary and confidential information, trade secrets or copyrighted material in any form to any third party, or use the proprietary and confidential information, trade secrets or copyrighted material for your own benefit or for the benefit of any third party.

You may not sell or modify the Services content or the Services, or reproduce, display, publicly perform, distribute, or otherwise use the Services in any way for any purpose except as expressly permitted under these Terms.

18. Third-Party Websites, Services, and Terms

The Services may contain links to third-party websites and may interact with third-party services, including retailer websites. These third-party websites and services are not under our control, and we are not responsible for their content, privacy practices, or terms of use.

Your use of any third-party website or service, including any retailer website, is subject to that third party's own terms and conditions and privacy policy. We encourage you to review the terms and privacy policies of any third-party websites or services you access through or in connection with the Services.

We are not responsible for the content of any material stored on third-party websites or for any material provided by those third parties. We do not monitor any such material to be sure that it has not changed. You visit those websites at your own risk. We do not guarantee that any link to any external content will continue to work.

The inclusion of any link or integration does not constitute endorsement, sponsorship, or affiliation with any third party. CartHappy does not guarantee that any third-party service will be accessible via or in conjunction with the Services.

19. Changes to the Services

We may update, modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. We reserve the right to change, remove, or add features or functionality to the Services. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

20. Geographic Restrictions

The Services are intended for use only within the United States. We make no claims that the Services or any content is accessible or appropriate outside the United States. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

21. DISCLAIMER OF WARRANTIES

THE SERVICES, INCLUDING ALL CONTENT, INFORMATION, MATERIALS, AI FEATURES, AI OUTPUTS, AND ALL OTHER ASPECTS OF THE SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CARTHAPPY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

CARTHAPPY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, CARTHAPPY AND THIRD-PARTY PROVIDERS’ VIEWS.

22. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CARTHAPPY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CARTHAPPY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL CARTHAPPY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CARTHAPPY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

23. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms of Use or your use of the Services, including, but not limited to, information you input or upload to the Services, (ii) any use of the Services’ content, services, and products other than as expressly authorized in these Terms of Use, (iii) your use of any information obtained from the Services, (iv) your AI Input, (v) any claim that the AI Input or any other use thereof in accordance with this Agreement infringes or misappropriates a third party's intellectual property rights, or (vi) your or any individual's negligence or willful misconduct or use of the Services.

24. Termination and Suspension

CartHappy reserves the right to suspend, deactivate, delete, revoke or pause your subscription and your access to the Services at any time and for any reason, including without limitation:

  1. If you violate or we reasonably believe you have violated these Terms;
  2. If we detect fraudulent, illegal, or suspicious activity;
  3. If required to comply with applicable law or legal process;
  4. If necessary to protect the security or integrity of the Services; or
  5. If we discontinue the Services or any portion thereof.

If improper conduct or suspicious behavior is suspected, CartHappy will suspend your account immediately and indefinitely.

You may terminate your account at any time by contacting us at support@carthappy.com. You can also stop all collection of information by the Extension by uninstalling it.

Upon termination, your right to access and use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

25. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.

Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Wake County, North Carolina. You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

26. Electronic Communications

By using the Services, you consent to receive electronic communications from us, including emails about your account, updates to the Services, promotional offers, and other information. You may opt out of promotional emails by using the unsubscribe link in those emails, but you may not opt out of transactional or account-related communications.

27. General Provisions

These Terms, together with the Privacy Policy and any other policies or notices posted on the Services, constitute the entire agreement between you and the Company regarding the Services. Nothing in this Agreement is intended to create or will be construed as creating a joint venture, partnership, employer/employee or principal and agent relationship between you and the Company.

If any court of competent jurisdiction holds any provision of these Terms invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the invalidity, illegality, or unenforceability of such provision in any jurisdiction shall not affect the validity, legality, or enforceability of any other provision of these Terms or of such provision in any other jurisdiction. The remaining provisions of these Terms shall continue in full force and effect.

The failure or delay of the Company to exercise or enforce any right or provision under these Terms does not constitute a waiver of such right or provision and shall in no way affect the Company's right to later enforce or exercise it, including with respect to any subsequent breaches. No waiver shall be effective unless made in writing and signed by an authorized representative of the Company.

This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Except as expressly specified herein, these Terms shall create rights and obligations only between the Company and each individual user and it does not create any rights for any other parties.

Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.