Terms of Service

Retail Sports Marketing, Inc.

TERMS OF SERVICE AND USE AGREEMENT

These Terms of Service and Use Agreement (hereinafter, the "Terms" or "Agreement") govern each website, mobile site, application, and/or other service, regardless of how distributed, transmitted, published, or broadcast (each, a "Service") provided by Retail Sports Marketing, Inc., ("RSM," "we," "us," or "our") that links to these Terms, which is binding on all those who access, visit and/or use the Service, whether acting as an individual or on behalf of an entity, including you and all persons, entities, or digital engines of any kind that harvest, crawl, index, scrape, spider, or mine digital content by an automated or manual process or otherwise (collectively, "you" or "your").

You also acknowledge that RSM may, from time to time, in its sole discretion and without notification to you, change these Terms. You should review the Terms each time you use the Service. If you do not agree to these Terms, do not use the Service. As used in these Terms, "we" includes RSM, its subsidiaries, affiliates, and any third-party vendors we engage to assist in the administration of the Service, the collection, cataloging and/or analysis of data, and/or the processing or handling of any visitor transactions.

Your use of this Service and any personal information or other information concerning you, together with any User Generated Content, shared by you or otherwise collected by us through, or in connection with, this Service shall be subject to these Terms and our Privacy Statement. Please be aware that in no event shall your disclosure, or our use, of any User Generated Content (as defined below) be governed by our Privacy Statement and shall be subject to these Terms in all instances. We encourage you to carefully read both these Terms and our Privacy Statement prior to using this Service or disclosing any information to us or through this Service.

Your use of the Service may result in you receiving communications from various third parties subject to these Terms and our Privacy Statement, which communications may require internet service, phone service, data access or text messaging capability. Please be aware that carrier rates for phone, data and text messaging may apply to all such communications and you are responsible for any such charges.

We recommend that you retain a copy of these Terms in either electronic or tangible format for your subsequent reference. If you would like a printed copy of these Terms, it is your responsibility to use the print function available to you by means of your personal technology resources.

License and Access to the Service

No person under the age of eighteen (18) is authorized to access or use this Service. User access to, and use of, the Service is subject to all applicable federal, state and local laws and regulations. Use of this Service is void where prohibited. By using this Service, you represent and warrant that you are eighteen (18) years of age and that you have the right, authority and capacity to enter into this Agreement and abide by the Terms.

RSM grants you a limited, non-transferable license to access and use for non-commercial purposes the Service. Such limited license shall enable you to use the Service for personal purposes. This license shall not include any resale or commercial use of the Service or its contents; any derivative use of the Service or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including RSM's images, text, page layout, or form) of RSM or our affiliates without our prior express written consent.

We make no guarantees regarding the availability of the Service. Furthermore, we reserve the right, within our sole discretion, to discontinue the Service. You agree that we will not be liable to you for any such discontinuance or modification of the Service. Any rights not expressly granted by these Terms are reserved by us.

You are under no obligation to use or continue to use the Service and may temporarily or permanently cease using the Service without notice to RSM. Any use of the Service, or any portion thereof, in violation of the foregoing shall constitute a violation of these Terms and may result in, among other things, termination or suspension of your rights to use the Service or any portion thereof.

Click-Through Agreements

Before using the Service you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked "I Accept," "I Agree," "Okay," "I Consent" or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms and any Click-Through Agreement for the activity in which you choose to participate, the Click-Through Agreement will govern.

Account Registration and Payments

In order to order or access certain products or services, register and/or set up an account/profile to access, visit and/or use certain portions of the Service, or the Service as a whole you may be required to register and create an account ("User Account") with RSM. Information gathered through the registration process and any other information related to your User Account will be subject to these Terms as well as to our Privacy Statement. You represent and warrant that you are at least 18 years old and that all information provided by you when creating your User Account is true, accurate and complete and that you will maintain, at all times, true, accurate and complete information related to your User Account. Information related to your User Account should be maintained by you in a confidential manner, as you are solely responsible for the usage of your User Account by any third parties with respect to the Service. It is your responsibility to advise us if you are aware of any unauthorized access to your User Account or if your User Account information has been made available by you to third-parties in a manner that may result in unauthorized usage of the User Account. In our sole and absolute discretion, we may terminate your User Account for any reason (including for reasons related to unlawful or unauthorized usage) and we are under no obligation to retain a record of your User Account or any data or information that you may have stored by means of the User Account.

If you provide to us the number for a mobile or other device, or we obtain the device identifier for a device you are using, you agree, represent, warrant, and guarantee that such device is registered in your name and owned by you, or that you have permission of the device owner(s).

Rules of Usage and Restrictions on Your Use

You shall ensure that all equipment, hardware, software, products and/or services you use to access, visit, or use the Service does not disturb or interfere with our operation of the Service, or impede or interfere with others' access, visitation and/or use of the Service. We reserve the right, in addition to our other remedies, with or without notice, to immediately disconnect from the Service any equipment, hardware, software, product and/or services causing interference with us, our licensors, vendors, service providers, the Service or any content.

In addition, you are responsible for obtaining and maintaining at your own expense all equipment, hardware, software, and telephone, mobile, wireless, Internet and other services necessary to access, visit and/or use the Service. If you are accessing the Service via a mobile device, your mobile carrier may charge you fees for data, text messaging, and other mobile access or communications services.

You must comply with all local, state, federal, provincial, national, international, and foreign laws, rules, and regulations in accessing and using the Service, and will immediately notify us if you learn of or suspect a security breach or any illegal activity in connection with the Service.

You must comply with all applicable import and export control laws, rules, and regulations of the United States and other countries, and you must not transfer, by electronic transmission or otherwise, any content subject to restrictions under such laws, rules, or regulations to a site, application, destination, location, person or entity, or for an end use, prohibited thereby. You will not post, upload, transmit, send or otherwise make available any Content on or through the Service that cannot be exported without prior government authorization or notification, including without limitation certain types of encryption software.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

All content within the Service and any materials made available on these pages for downloading, if any, are the property of RSM and/or its affiliates or other third parties. The Service and portions of the Service are protected by copyright and trademark laws. This Agreement does not grant any license to modify or alter the materials on the Service that are viewed, downloaded or otherwise accessed by you. You shall keep intact all proprietary notices, including copyright notices, contained on any downloadable materials. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your use of the Service.

To the extent applicable, when accessing the Service, you are required to use the security procedures currently or hereafter maintained by us to confirm that only authorized users have access to certain information provided at, or contained in, the Service. You are prohibited from utilizing alter-egos or other disguised identities when accessing the Service. All forms of indirect and 'spoofed' access are strictly prohibited.

Do not submit, post or otherwise transmit via the Service information that is proprietary or confidential of third parties (whether by law or by contract) or that you otherwise do not have the legal right to use. Any information, content or other material, including, but not limited to, any feedback, data, answers, questions, comments, suggestions, plans, ideas, user reviews or the like, which you send to us will be treated as being non-confidential and non-proprietary. We assume no obligation to protect confidential or proprietary information (other than those outlined in our Privacy Statement) from disclosure.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Intellectual Property Ownership

Any and all intellectual property rights associated with the Service (other than User Generated Content), including, without limitation, design, texts, graphics, pictures, video, information, applications, software, music, south, and other files contained therein or related thereto, and the arrangement thereof, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents ("Intellectual Property") are the sole property of RSM or third parties. Except as otherwise expressly authorized by these Terms, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Service in any way without the express written consent of RSM or the express written consent of the appropriate third party, as applicable. Except as provided herein, RSM does not grant to you any express or implied rights to RSM or any third party's Intellectual Property.

Content License From You

As between you and RSM, you may possess certain intellectual property rights you have under law in content that you may submit, display and/or post via the Service. This content, which includes, but is not limited to your comments, reviews, analysis, proposals and feedback, submitted in any form or medium, whether by emails, posting or otherwise, is considered "User Generated Content." Your use of the Service and your submission and/or posting of User Generated Content grants RSM, and its affiliates, an express, perpetual, irrevocable, royalty-free, worldwide, and non-exclusive license to access, store, reproduce, adapt, modify, format, delete, translate, transmit, use, disclose, sublicense, manipulate, prepare derivative works, publish, publicly perform, publicly display, distribute and communicate any and all User Generated Content, without any obligation, notification or compensation to you. This license is granted to RSM with respect to the use of such User Generated Content in connection with the Service and any subsequent version or modification thereof, and is subject to limitation only by your removal or RSM removal of such User Generated Content from the Services.

You agree and acknowledge that the forgoing license grants to RSM and its affiliates the full right and authority to use User Generated Contents for any purpose related to the Service, including the marketing, sale, syndication, and development of the Service and any successors thereto. This license includes an unrestricted right and authority for RSM to make the User Generated Content available to sublicense to other companies, organizations or individuals with whom we have a relationship.

You agree and acknowledge that RSM and its affiliates may modify, adapt, reformat, and otherwise alter or make use of your User Generated Content in such manner as may be required to conform User Generated Content to standards, protocols, formats and requirements related to the Service and any medium by which they are accessible currently or prospectively. You agree and acknowledge that RSM and its affiliates are licensed to transmit or distribute the User Generated Content in all formats and mediums over various networks.

Your use of the Service and your submission and/or posting of User Generated Content confirms your representation and warranty that you possess all necessary legal rights, power and authority to grant to RSM the forgoing license granted to RSM and its affiliates and you further represent, warrant and agree that none of the User Generated Content will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain false, intentionally misleading, libelous, defamatory or otherwise unlawful statements.

RSM is under no obligation to review any User Generated Content submitted, posted or otherwise displayed on the Service and assumes no responsibility or liability relating to any such User Generated Content. You may not imply that any User Generated Content is any way sponsored or endorsed by RSM.

RSM reserves the right, but not the obligation, to refuse to post or remove any User Generated Content at our sole and absolute discretion. Reasons we may refuse to post or remove such User Generated Content may include, without limitation, any of the following:

" Any content that is unlawful, harmful, offensive, threatening, abusive, harassing, invasive of privacy or publicity rights, defamatory, libelous, vulgar, obscene, pornographic, indecent, lewd, suggestive, scantily-clad, profane, hateful, racially, ethnically or otherwise objectionable or inappropriate material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law.

- Political campaigning, chain letters, mass mailings of any kind or any forms of SPAM, or reviews that contain the transmission, distribution or delivery of any unsolicited bulk or commercial e-mail.

- Accusations and other assertions of unlawful conduct, including occurrences of illegal activity, malpractice, purposeful overcharging, or health code violations, or false, misleading, deceptive or fraudulent advertising, including savings claims that do not offer provable savings..

- Individual user information or messages including, or soliciting the submission of, email addresses, URLs, phone numbers, postal addresses and other personally identifiable information.

- Any content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.

- Any content that makes reference to or involves gambling, casinos, off-track betting, or other gambling of any form.

- Any content that involves alcohol, tobacco or weaponry, or that promotes or has a connotation to any illegal activity.

- Reviews submitted by the reviewed business's owners, employees (past or present), agents, affiliates and competitors.

- Reviews that are exclamatory or otherwise appear to by purposefully deceptive, as determined by RSM in its sole discretion.

- Messages that are promotional or commercial in nature, or are inappropriate based on the applicable subject matter, location or topic.

- Language that violates the standards of this Site, the Services and policies of RSM and its affiliates as determined by RSM in its sole discretion.

- Any content that impersonates, disguises or conceals any person or entity or otherwise misrepresents a user's affiliation with a person or entity.

- Content that is not readable, that is encrypted or that contains viruses, malware, trojan horses, worms, time bombs, cancelbots or other computer programming routines and code that are intended to interfere with, damage, erase, intercept or appropriate any system, data or personal information.

Privacy Statement

Any personal information or other information about you collected by RSM through, or in connection with, this Service is subject to our Privacy Statement. The RSM Privacy Statement is incorporated into the terms of this Agreement by this reference. As indicated in these Terms, this Service is designed for adults of legal age (18 years and over). For questions about our online Privacy Statement for children please refer to the Privacy Statement.

Programs and Promotions

Any programs, offers, sweepstakes, contests, raffles, surveys or other similar promotions (collectively, "Promotions") made available through the Service may be governed by rules and/or terms that are additional to these Terms. By participating in any such Promotion, you will become subject to any such additional Promotions terms. RSM urges you to read the applicable Promotions terms, which are either included herein or linked from the particular Promotion, and to review our Privacy Policy or the applicable policy referenced which, in addition to these Terms, governs any information you submit in connection with any such Promotions.

Links

This Service may provide or include links to other world wide web sites or resources. While RSM attempts to provide links only to third-party websites that comply with all applicable laws and regulations and RSM's standards, please understand that the content on these third-party websites is subject to change without notice to RSM. Because we have no control over such sites and resources, you acknowledge and agree that RSM is not responsible for the availability of such external sites, or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. YOU FURTHER ACKNOWLEDGE AND AGREE THAT RSM SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SITES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.

RSM prohibits caching of any portion of the Service and any unauthorized hypertext links to the Service. We reserve the right to disable any unauthorized links or frames. If you desire to provide a hyperlink from your website to the Service, you must contact RSM to discuss mutually agreeable terms for such hyperlink.

Digital Millennium Copyright Act.

RSM respects the copyright rights of others, and we ask our advertisers, users and visitors to do the same. In appropriate circumstances and at our discretion, we may remove, suspend, terminate access, or take other appropriate action against users or other third parties who infringe or repeatedly infringe the copyright rights of others. Therefore, if you reasonably believe that any content on the Service constitutes or contains unauthorized reproductions of your copyrighted work or otherwise infringes an exclusive copyright right, and you reasonably believe it is appropriate to notify us to take any action/and you want us to take any action, then, as required under the Digital Millennium Copyright Act (17 U.S.C. sec. 512), ("DMCA") you must promptly provide in writing the following information to our Designated Agent:

- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;

- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

- Information reasonably sufficient to permit us to contact you, such as an address, telephone number and e-mail address;

- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;

- A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our Designated Agent for this website (and the Service) is as follows:

Keith Wallace - RSM
10150 Mallard Creek Rd Suite 500, Charlotte, NC 28262

ANY NOTICE THAT DOES NOT COMPLY WITH THE REQUIREMENTS OF TITLE 17, UNITED STATES CODE, SECTION 512(C)(3) WILL NOT RECEIVE A RESPONSE. NOTHING IN THIS SECTION 15.1 IS INTENDED TO EXPAND OR SUPPLEMENT THE LEGAL RIGHTS, PROCEDURES AND REMEDIES AUTHORIZED AND GRANTED UNDER DMCA AND WE DO NOT REPRESENT ANY RELATED UNDERTAKING BY ETHER NOT OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.

Exclusion of Warranty

Any use of the Service or reliance upon any of the information contained therein, and any use of the Internet generally shall be at your sole risk. RSM disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information accessible by use of the Service.

RSM MAKES NO WARRANTY OF ANY KIND REGARDING THE SERVICE AND/OR ANY MATERIALS PROVIDED ON THE SERVICE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. RSM DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE WEB SITE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. RSM DOES NOT WARRANT THAT THE SERVICE, ITS SERVERS OR ANY E-MAIL SENT FROM IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER RSM, NOR ITS AFFILIATES, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (1) THE OPERATION OR PERFORMANCE OF THE SERVICE, (2) ANY INFORMATION, MERCHANDISE, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH THE SERVICE OR ANY LINKS PROVIDED BY OR THROUGH THE SERVICE; (3) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SERVICE; OR (4) THE INTERNET GENERALLY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERM, PROVIDED HOWEVER YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.

Limitation of Liability

RSM ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR MOBILE DEVICE, COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SERVICE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGESS, VIDEO OR AUDIO FROM THE SERVICE. IN NO EVENT SHALL RSM BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGES, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE SERVICE OR CONTENT FOUND THEREIN.

Mobile Participants

You understand and agree that various entities unaffiliated with us make up the "mobile ecosystem" that enables you to access, visit and/or use the Service via your computer, mobile or other device, including without limitation equipment, hardware and software manufacturers and providers, telephone, mobile, wireless, and Internet network providers and carriers, and sellers or providers of content for use with the Service (collectively, the "Mobile Participants"). We do not represent, warrant or guarantee that all portions of the Service, or the Service as a whole, can be accessed via all mobile or other devices, or via all carriers and service plans or is available in all geographic locations. These Mobile Participants may require that you agree to their additional terms, conditions, contracts, agreements and/or rules. Your compliance with any such additional terms, conditions, contracts, agreements and/or rules is solely your responsibility and will have no effect on your continuing obligation to comply with the Agreement when using the Service. We and our indemnitees specifically disclaim any and all liability in connection with the acts or omissions of such Mobile Participants. We have agreements with some of these Mobile Participants that require us to make certain disclosures and pass along certain responsibilities to you. For such Mobile Participants, you specifically acknowledge and agree that: (i) the Agreement is between us and you; the Mobile Participants are not parties to the Agreement; (ii) the Mobile Participants and their parent, subsidiaries and affiliates are third party beneficiaries of the Agreement and upon your acceptance of the terms and conditions of the Agreement, the Mobile Participants will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you; (iii) the license granted to you hereunder is limited to a non-transferable license to use the Service on the particular product authorized by the applicable Mobile Participant that you own or control and as permitted by such Mobile Participant's applicable usage rules; (iv) Mobile Participants have no obligation whatsoever in connection with the functionality or content of the Service, or to furnish any maintenance or support services with respect to the Service; (v) in the event of any failure of the Service to conform to any applicable warranty, you may be able to notify the applicable Mobile Participant to receive a refund of all or part of the amount you paid for the Service, if any (to the maximum amount permitted by applicable law, Mobile Participants will have no other warranty obligation whatsoever with respect to the Service); (vi) Mobile Participants are not responsible for addressing any claims, losses, liabilities, damages, costs or expenses by you or a third party relating to the Service or your possession, access, visitation and/or use of the Service, including without limitation (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and (vii) in the event of any third party claim that the Service or your possession, access, visitation and/or use of the Service, infringes such third party's intellectual property rights, Mobile Participants are not responsible for the investigation, defense, settlement and/or discharge of such claim.

Jurisdictional Issues

Although this Service is accessible worldwide, not all information, products or services discussed or referenced herein are available to all persons or in all geographic locations. This Service is controlled and operated by RSM from its offices within Charlotte, North Carolina. RSM makes no representation that materials on the Service are appropriate or available for use in other locations. Those who choose to access this Service from other locations do so on their own initiative and are responsible for compliance with local laws.

Choice of Law and Forum

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, United States of America, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be filed only in the state or federal courts located in the State of North Carolina, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purposes of litigating such claim or action.

Indemnity and Release

By using this Service, you agree to indemnify RSM and its parents, subsidiaries, affiliates, and their respective officers, directors, managers and employees and hold them harmless from any and all claims and expenses, including attorneys' fees, arising from your use of the Service. By using the Service, you are hereby agreeing to release RSM and its parents, subsidiaries, affiliates, and their respective officers, directors, managers and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to your use of the Service.

Severability and Integration

Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and RSM with respect to this Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and RSM with respect to this Service. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining portion shall remain in full force and effect.

Changes to the Terms

We may periodically modify and supplement these Terms and the notice provided to you will be the updating of these Terms. You are responsible for regularly checking these Terms for revisions. All amended Terms become effective upon our posting to the Service, and any use of the Service after such revisions have been posted signifies your consent and agreement to the modified Terms.

This Agreement was last modified and is effective as of March 5, 2018.