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Terms and Conditions
Last updated: October 5, 2023
In the event of any discrepancy between a non-English version of these Terms and Conditions and the English version of these Terms and Conditions, the English version (available at https://www.emblemapp.com/terms) shall prevail in all respects.
1. Introduction
PLEASE READ THIS TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING OUR WEBSITES, MOBILE APPLICATIONS, SOFTWARE DEVELOPMENT KITS OR OTHER PRODUCTS OR SERVICES THAT HAVE LINKED TO THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR WEBSITES, MOBILE APPLICATIONS OR OTHER PRODUCTS OR SERVICES.
These Terms and Conditions ("Terms") apply to your access to, and use of, the websites, mobile applications, software development kits and other products and services that have linked to these Terms (collectively, the "Services") offered by VerityGuard, LLC, with its product Emblem ("Emblem", "we" or "us"). These Terms do not alter in any way the terms or conditions of any other agreement you may have with Emblem for products, services or otherwise. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf and that such entity agrees to be responsible to us if you violate these Terms.
Emblem reserves the right to change or modify these Terms at any time and in our sole discretion. If Emblem makes changes to these Terms, we will provide notice of such changes, such as by providing notice through the Services, or by updating the "Last Updated" date at the top of these Terms. Please read these Terms and Conditions carefully. By signing-up to use the Emblem Services you acknowledge that you have read, understood, and agreed to be bound to all the terms of these Terms and Conditions as well as the policies referenced in these Terms and Conditions, including our Privacy Policy, Biometric Data Privacy Policy and Cookie Policy, and other policies that Emblem may from time to time issue. If you do not agree to these terms, please do not access, or use the Service or Website.
Global Minimum Age Requirements: Persons under the age of 18 may not use the Service or Website. The Service and Website are neither intended for nor designed to be used by anyone under the age of 18. The Website and Service are intended solely for persons who are 18 years of age or older. Any access to or use of the Website or Service by anyone under 18 years of age is expressly prohibited. By accessing or using the Website or Service, you represent and warrant that you are 18 years old or older. If you have reason to believe that a person under 18 years of age is using our Service or Website, please contact us at support@emblemapp.com and we will immediately delete such information, subject to and in compliance with applicable law.
2. Service Terms
Service Overview: Emblem facilitates seamless age verification across diverse online platforms, with options for account creation to simplify recurrent verifications.
Privacy First: We will attempt to verify your age on your device. If unsuccessful, we may need to use our secure servers to complete the process. If a manual review process is requested by you to verify your age, your data will be transferred, reviewed, and then immediately deleted from our servers.
If you create an account with Emblem, your account will include a token confirming your age. This means that you will not be prompted to reverify your age on any website that uses the Emblem solution. By creating an account with Emblem, you understand you will be providing us with certain PII as described in our Privacy Policy. You may revoke access to your information by visiting our Privacy Policy.
Prior to using the Emblem Service, you must indicate that you understand and agree to be bound by these Terms and Conditions. From time to time, (e.g., when we are validating your Emblem account, when we are re-confirming or re-validating the information in your account, and/or when you are renewing your registration with Emblem or its Services), we may, request that you reaffirm your understanding and agreement to be bound by these Terms and Conditions.
3. Your Obligations.
By using the Emblem Service, you expressly agree that:your identity, as established by the information and documents that you submit, matches the identity you claim while using the Emblem Service all information provided by you is complete and correct.
You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Emblem or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy to see how we treat your data.
4. General Provisions
Any unauthorized use of the Emblem Service or access to this Website, including without limitation for any commercial or competitive purpose is strictly prohibited and may result in suspension or termination of your account. In addition, you must NOT:
Falsely claim an identity other than your own;
Falsely claim that you possess or use a validated account;
Falsely claim that you are associated with another person or entity;
Collect information about Emblem, the Website or users of the Website without Emblem’s written consent;
Modify, frame, render (or re-render), mirror, truncate, inject, filter or change any content or information contained in the Website, without Emblem’s written consent;
Use any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Website or any portion thereof;
Disguise the origin of information transmitted to, from, or through the Website;
Circumvent any measures implemented by Emblem aimed at preventing violations of the Terms and Conditions. In addition to violating the Terms and Conditions of the Website, any of the foregoing actions on your part, or on behalf of any entity you are representing, constitutes intentional, unauthorized access of Emblem’s protected computer, may constitute a violation of state and federal law, including, but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and may potentially subject you and any affiliated parties to civil liability and criminal prosecution.
5. Termination
Users must cancel accounts via Emblem settings or contact our support. You or we may suspend, revoke or terminate your account, your Emblem account, or your use of this Service at any time, for any reason or for no reason and without notice. In such an event, we will protect your personal information as set forth in our Privacy Policy. In spite of any suspension, revocation or termination, you remain personally liable for any orders that you place or charges that you incur prior to termination.
Termination of Emblem’s Service In the unlikely event that Emblem terminates the overall provision of its service, Emblem will protect and/or destroy your Personally Identifiable Information in accordance with our Privacy Policy.
6. Links to third party sites
The Emblem Service may provide and the Website may contain links or have references to websites controlled by parties other than Emblem. Emblem is not responsible for and does not endorse or accept any responsibility for the contents or use of these third-party websites. Moreover, these third-party websites are governed by their own terms of use and privacy policies, which we encourage you to review. Emblem is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Emblem of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by Emblem. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature.
Your account may be validated by using a third-party authentication method from a third-party app or site. You understand that that the third-party app site that you allow to authenticate you, has its own terms of service and privacy policy that would apply to your use of such app or site. In the event that you use a third-party authentication method, you represent that you are and have authorized access to the third-party account and are bound by the terms and conditions of that third party.
7. Submissions
Except where expressly provided otherwise by Emblem, all comments, feedback, information and data submitted to Emblem through, in association with or in regard to the Service, Website, and/or any other Emblem goods or services (“Submissions”) shall be considered non-confidential and Emblem’s property. This may not include copyright ownership of images which you may upload but does include an express license to use said images in any method Emblem sees fit and make compilations and derivative works thereof in all media now known or hereafter devised. Except as expressly enumerated in the preceding sentence, by providing such Submissions to Emblem, you agree to assign to Emblem, as consideration in exchange for the use of the Service and Website, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions. You represent that you have the right to grant Emblem these rights. Emblem shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not Emblem, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.
You will not post any Submission that (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity.
Emblem reserves the right, but disclaims any obligation or responsibility, to (a) refuse to post or communicate or remove any Submission from any Emblem site that violates these Terms and Conditions and (b) identify any user to third parties, and/or disclose to third parties any Submission or personally identifiable information, when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, including, for example, compliance with a court order or subpoena, or (ii) help to enforce these Terms and Conditions and/or protect the safety or security of any person or property, including any Emblem site. Moreover, we retain all rights to remove Submissions at any time for any reason or no reason whatsoever. All Submissions must be true, and in accordance with the rights of privacy and publicity and all federal, state and international law. You may not upload an image or any likeness of another without their consent. If you do so, Emblem reserves the right to cancel or suspend your account. Furthermore, Emblem reserves the right to cancel or suspend your account, if in its sole discretion, it believes you are using Emblem for improper purposes, or any purpose inconsistent with its business.
8. Limitations & Exclusions of Liability
Verification Reliability: Although Emblem employs advanced verification techniques, absolute accuracy isn't guaranteed. We aren't accountable for false verifications or their repercussions.
Account Compromises: Emblem isn't responsible for unauthorized access resulting from shared login details or other oversights. In no event shall Emblem be liable to anyone for any indirect, punitive, special, exemplary, incidental, or consequential damages, or for any damages to your computer, telecommunication equipment, or other property and/or for loss of data, Content, images, revenue, profits, use or other economic advantage, arising out of, or in any way connected with these terms, including but not limited to the accessing or use of, or inability to use, the Website or the Emblem Service, regardless of cause, whether in an action in contract or negligence or other tortious action, even if the party from whom damages are being sought has been previously advised of the possibility of such damages. The limitation of liability set forth in this section shall not apply in the event of customer’s breach or related to its indemnity obligations. This paragraph shall not affect the rights listed below in the section titled “Indemnities”.
9. Licenses from Emblem
You are being granted solely a revocable, limited license to use Emblem, in compliance with these terms. All rights not granted to you in the Terms of Service are expressly reserved by us.
10. Licenses from you
You grant to Emblem and its Third Party Providers the non-exclusive, worldwide right to use, copy, transmit and display any data, information, Content or other Materials, provided to Emblem by you in the course of accessing and/or using the Service and/or Website. Notwithstanding the foregoing, Emblem’s obligations regarding identification and other information concerning your personal information shall at all times be governed by the terms of its Privacy Policy.
11. Intellectual Property
Exclusive Rights: Content, visuals, logos, and other Emblem branding remain under our exclusive ownership, protected by copyright laws.
Unauthorized Use: Duplicating, redistributing, or unlawfully using Emblem content is strictly forbidden.
12. Modifications
Adjustments: Emblem may periodically revise these conditions. Major alterations will be notified, but users must routinely check for updates.
Consent: Persisted use post alterations indicates acceptance of revised conditions.
13. Registration and Account Creation
Set Up: Specific Emblem functionalities necessitate account creation, entailing a username, password, and valid email.
Activity Responsibility: All actions within an account are the user's responsibility. Safeguard your account details.
Deletion: Users can request account removal as outlined in the Privacy Policy. However, certain data might persist for legal or operational reasons.
14. Payment, Refunds, Upgrading and Downgrading Terms
Invoicing: Some Emblem features entail fees, billed as subscriptions.
Reimbursements: Emblem handles refunds at its discretion.
Rate Adjustments: Service prices, including subscription charges, can alter with a 30-day prior notice.
15. Cancellation and Termination
User-Initiated Cancellation: Users must cancel accounts by contacting our support.
Emblem-Initiated Termination: Emblem retains the authority to suspend or end accounts and deny service usage at its discretion.
16. Data Protection and Privacy
Data Utilization: User data handling is consistent with our Privacy Policy. We ensure stringent measures against unauthorized data interventions.
Cookies Policy: Emblem employs cookies for enriched user experience. Engaging with us denotes consent to our cookie usage. For more information regarding cookie usage, please see our Privacy Policy.
17. Feedback, Comments, and Suggestions
Feedback Rights: Any feedback provided to Emblem becomes our property. We can use such inputs unrestrictedly without user obligations.
18. Third-party Links and Services
External Services: Emblem might align with or direct users to third-party services. We're not accountable for third-party actions.
External Links: Our platform may include third-party links. Emblem doesn't endorse or assume responsibility for external content or services.
19. Representations and warranties
Each party represents and warrants that it has the power and authority to enter into these Terms. Emblem warrants that it will provide the Website and the Emblem Service in a manner consistent with its business practices, as Emblem, in its sole and absolute discretion, deems fit. You represent and warrant that any information you provide in connection with the Emblem Service is accurate and current and that you have the right to provide such information.
20. Disclaimer of warranties
Except where expressly provided otherwise by Emblem, the Emblem Service and the Website are provided “as is” and “as available.” Except for the express warranties set forth herein, Emblem hereby disclaims all express or implied representations, warranties, guarantees, and conditions with regard to the Emblem Service and Website including but not limited to any implied representations, warranties, guaranties, and conditions of merchantability, fitness for a particular purpose, title and non-infringement. Except to the extent that such disclaimers are held to be legally invalid. Emblem makes no representations, guarantees or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness of the Website, Emblem Service, materials associated therewith, or the results you may obtain by accessing or using the Website, the Emblem Service or materials associated therewith. Without limiting the generality of the foregoing, Emblem does not represent or warrant that (a) the operation or use of the Website, Emblem Service or materials will be timely, secure, uninterrupted or error-free. You acknowledge that Emblem controls the transfer of data over communications facilities, including the internet, and that the Website and Emblem Service may be subject to limitations, delays, interception and other problems inherent in the use of such communications facilities. Emblem is not responsible for any delays, delivery failures, or other damage resulting from such problems.
21. Indemnities
You will defend, indemnify and hold Emblem harmless against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim by a third party related to your use of the Website and the Emblem Service.
22. Your responsibilities
You will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Website and Emblem Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which Emblem controls and operates the Website and services associated therewith. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity. You are responsible for maintaining accurate account information at all times, including valid email address information. You are responsible for keeping your email address, passwords, account numbers, and other account information confidential. Emblem is entitled to act on instructions received under your username and password. Emblem is not responsible for any credits or debits made to your account by someone else who uses your password. Emblem will not be responsible for any losses or liabilities incurred through the use of your password by a third party. You authorize Emblem to disclose to third parties, information you have provided, or information that Emblem has obtained about your Emblem account, as further set forth in our Privacy Policy.
23. Notices
For general changes which do not affect the collection or handling of users’ personal information in a more restrictive way, Emblem may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in Emblem’s account information. You may give notice to Emblem at any time by letter sent by electronic mail to support@emblemapp.com. Emblem may make material change to the Service that affects the prior or ongoing collection, use, dissemination or maintenance of a user’s personal information, and will notify you of these changes as set forth in our Privacy Policy.
24. Copyright protection
Emblem complies with the Digital Millennium Copyright Act (“DMCA”). Any notices given pursuant to the DMCA shall be given to Emblem’s designated agent via email at support@emblemapp.com.
25. Two-Factor Authentication (2FA) via SMS Service:
As part of our commitment to maintaining the security of user accounts, we utilize a 2FA service to send verification codes via SMS (Short Message Service). This process ensures that only authorized individuals can create and access their accounts.
Carrier Requirements: The delivery of SMS messages is governed by the terms and policies of individual mobile carriers. By opting into our 2FA service, you acknowledge and agree that the delivery of SMS messages is dependent on the cooperation of these carriers and that we cannot guarantee timely delivery or receipt of such messages.
Message Rates: Standard messaging and data rates may apply for SMS notifications. We do not charge any additional fees for sending these messages, but your carrier's rates will apply. Please consult with your mobile service provider about such charges.
Opt-out: If you wish to stop receiving SMS messages related to our 2FA service, you can follow the instructions provided in the SMS. However, please be aware that opting out of receiving 2FA messages might impact your ability to securely access your account.
Data Privacy: We respect the privacy of our users. Although we use a third-party service (Twilio) to send SMS messages, we do not store any sensitive personal data associated with this service. For more information, please review our privacy policy.
Liability: We shall not be liable for any delays, delivery failures, or other damages resulting from the use of mobile carriers, network operators, or any other intermediaries involved in the delivery of SMS messages.
26. Miscellaneous
These Terms represents the parties’ entire understanding relating to the use of the Service and the Website, and supersedes any prior or contemporaneous, conflicting or additional, communications. Emblem reserves the right to change these Terms or its policies relating to the Website and Emblem Service at any time and from time to time, and such changes will be effective upon being posted herein. You should visit this page from time to time to review the then current Terms because they are binding on you. If we make material changes to these Terms, we will notify you here, by email, or by means of notice on our home page. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Website, which may be posted from time to time. Unless otherwise noted by us, your continued use of the Website and Emblem Service after any such changes are posted shall constitute your consent to such changes. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Emblem and you as a result of these Terms or use of the Website. You may not assign these Terms without the prior written approval of Emblem. Any purported assignment in violation of this section shall be void. Emblem reserves the right to use Third Party Providers in the provision of the Website, the Service, and the goods, services and Materials associated therewith. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any and all rights not expressly granted herein are reserved by Emblem.
27. DISCLAIMERS; LIMITATION OF LIABILITY AND REMEDIES
WE PROVIDE ACCESS TO AND USE OF OUR WEBSITE, SYSTEMS, WEB INTERFACE, AND ANY TECHNOLOGY RELATED THERETO (AND ANY INSTRUCTIONS OR ACCESS TO THE SAME) ON AN “AS-IS” BASIS, WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS, OR THE RESULTS OBTAINED FROM SUCH ACCESS OR USE. SAFEPASSAGE DISCLAIMS AND MAKES NO WARRANTY OR INDEMNITY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY UNFORESEEABLE OR UNINTENTIONAL TORTS OR BREACHES OF THIS TERMS AND CONDITION ARISING OUT OF OUR PERFORMANCE OF THIS TERMS AND CONDITION.
ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL SAFEPASSAGE BE LIABLE YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, LOST PROFITS, OR OTHER DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PARTIES AGREE THAT SAFEPASSAGE’S AGGREGATE LIABILITY TO YOU IN ANY WAY RELATED TO THIS TERMS AND CONDITION OR THE SUBJECT MATTERS INVOLVED HEREIN (REGARDLESS OF WHETHER SUCH LIABILITY MAY ARISE OR BE BASED ON A CONTRACT THEORY OR CAUSE OF ACTION, A TORT THEORY OR CAUSE OF ACTION, OR ANY OTHER TYPE OF LEGAL THEORY OR CAUSE OF ACTION) SHALL NOT EXCEED ANY MONIES PAID BY OR OWED BY US TO YOU UNDER THE TERMS OF THIS TERMS AND CONDITIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASES SAFEPASSAGE AND OUR RELATED ENTITIES FROM ANY LIABILITY WHATSOEVER, AND HEREBY WAIVES ANY AND ALL CLAIMS OR CAUSES OF ACTION OF ANY TYPE AGAINST SAFEPASSAGE OR ANY OF OUR RELATED ENTITIES FOR ANY LIABILITY, CLAIM, COST, INJURY, LOSS, OR DAMAGE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SUBJECT MATTERS OF THIS AGREEMENT OR YOUR RELATIONSHIP WITH SAFEPASSAGE. THESE INCLUDE BUT ARE NOT LIMITED TO ANY CLAIM, COST, INJURY, LOSS, OR DAMAGE RELATED TO PERSONAL INJURIES, DEATH, DAMAGE TO OR DESTRUCTION OF PROPERTY, RIGHTS OF PUBLICITY OR PRIVACY, OR DEFAMATION OR PORTRAYAL IN A FALSE LIGHT, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), STRICT LIABILITY, PRODUCT LIABILITY, CONTRIBUTION, OR ANY OTHER THEORY.
We reserve the right to seek all remedies available at law or in equity for any damage to us or our Related Entities or to our Systems caused by any action or breach of this Terms and Conditions by you, including but not limited to misrepresentations by you regarding age, eligibility, or availability. Also, we reserve the right to block your access to our website, including but not limited to from one or more specific internet addresses.
28. INDEMNIFICATION
YOU AGREE TO HOLD HARMLESS, INDEMNIFY AND DEFEND SAFEPASSAGE AND OUR RELATED ENTITIES FROM AND AGAINST ANY CLAIMS OR CAUSES OF ACTION OF ANY KIND WHATSOEVER BROUGHT BY ANY OTHER ENTITY DIRECTLY OR INDIRECTLY IN ANY LAWSUIT OR OTHER LEGAL OR ADMINISTRATIVE PROCEEDING OR ACTION (INCLUDING ANY CIVIL, CRIMINAL, OR OTHER PROCEEDING OR ACTION) THAT MAY IN ANY WAY ARISE OUT OF OR BE RELATED TO YOUR BREACH OR VIOLATION OF ANY TERM OR CONDITION OF THIS TERMS AND CONDITIONS.
29. DATA PROCESSING/PROTECTION INDEMNIFICATION
You agree to indemnify, hold harmless and defend our Entities from and against any and all claims, actions, liabilities, losses, damages and expenses (including reasonable legal expenses) which arise from third party, vendors, affiliates, contractors or other entities’ claims and/or government agency actions arising directly or indirectly out of or in connection with a Party’s data processing activities under or in connection with this Terms and Conditions, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, willful misconduct, breach of statutory duty or non-compliance with any part of the data processing regulations such as GDPR, CCPA, LGPD, VCDPA, CPA, CTDA, NRS 603 and any other data protection laws.
31. GENERAL TERMS
1. Entire Understanding. The language of this Terms and Conditions constitutes the entire understanding between the parties with respect to the subject matters of this Terms and Conditions and supersedes all other Terms and Conditions (whether written or oral), discussions, emails, and any other communications of any type between the parties concerning the subject matters of this Terms and Conditions.
2. Governing Law; Venue; No Jury Trial. These Terms and Conditions shall be governed by and construed exclusively in accordance with the internal laws of the State of Texas, USA, without giving effect to Texas’s principles of conflicts of law. Any legal action or proceeding with respect to this Terms and Conditions or any issues related to this Terms and Conditions shall be brought in and venue shall lie in the United States District Court for the Western District of Texas at Austin, which courts shall have exclusive jurisdiction concerning any such legal action or proceeding. Each of the parties hereto hereby irrevocably waive any objection (including without limitation any objection to venue based on the grounds of inconvenient forum) which it may now or hereafter have to the exclusive venue of any such legal action or proceeding being in such above specified courts.
YOU AND WE BOTH AGREE THAT EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL. Thus, in the event any lawsuit is ever filed by any party relating to this Agreement or the subject matters of this Terms and Conditions, the court will be the trier of fact in any such lawsuit and there will be no jury in any such lawsuit.
3. Successors; Assignability. These Terms and Conditions shall be binding and inure to the benefit of the parties, and their respective successors, heirs and permitted assigns. The rights and obligations of Emblem set forth in this Terms and Conditions are fully assignable and transferable by Emblem to any corporation, partnership, company, person, or other entity.
4. Severability. Each provision of this Terms and Conditions is intended by the parties to be enforced to the fullest extent allowed by law. In the event any provision of this Terms and Conditions shall be held invalid, illegal, or unenforceable by a court of law, such provision shall be enforced to the maximum extent permitted by law, keeping in mind the intents and purposes of this Terms and Condition, and the remaining provisions shall remain in full force and effect and be binding upon the parties, keeping in mind the intents and purposes of this Terms and Conditions.
5. No Waiver. Any inaction by us following a breach of this Terms and Condition by you or any other conduct by us in failing to exercise remedies available to us or take other action under this Terms and Conditions shall not to any extent be deemed a waiver of our rights or remedies and shall not in any way impact our rights to take any action or pursue any remedy at any time in the future.
Not Construed Against Drafter. This Terms and Conditions shall be construed without any presumption or rule requiring that it be construed against the party which drafted this Terms and Conditions.
32. AMENDMENTS OF THIS AGREEMENT
It is periodically necessary for us to amend the terms and language of this Terms and Conditions for a variety of reasons, including but not limited to changes in laws and regulations and changes in technologies. By agreeing to the Terms and Conditions, you agree and fully understand the terms and language of this Terms and Conditions may be amended or modified by us at any time in our sole discretion without us providing direct notice to you. The last date this Terms and Conditions has been amended or modified is prominently stated below. At times, we may provide direct notice to you of changes to the terms and language of this Terms and Conditions, and it will be necessary for you to give your consent to such changes, prior to the time you are given access to our Systems.