Terms of Use of Say & Win

The terms and conditions applicable to the use of the Say & Win website and the features, contests or applications available through it (collectively, the “Website” or this “Site”) are set forth herein. Your use of this Site and/or participation in the Say & Win sweepstakes contained on or available through this Site (collectively the “Promotion”) constitutes Your acceptance of these terms and conditions and will give rise to a binding contract (this “Agreement”) between Publishers Clearing House LLC ("We," "Us," or "Our"), and you (“You” or “User”). All such use is subject in all respects to this Agreement. The purpose of the Site is to provide a personal browser for You to organize the content of social networking and other sites on which you are active, including Twitter®, Facebook®, and others (collectively, the “Services”). Say and Win is not affiliated with Twitter® or Facebook®. These terms and conditions may be updated or modified from time to time by Us at Our sole discretion. By using the Website or participating in the Promotion, You agree as follows: YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS OF USE, THE OFFICIAL RULES, THE SWEEPSTAKES FACTS AND OUR PRIVACY POLICY, ALL OF WHICH ARE INCORPORATED BY REFERENCE HEREIN, AND EXPRESSLY CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AND FORCE AS A WRITTEN DOCUMENT SIGNED BY YOU. ANY USE OF THIS SITE BY YOU AFTER ANY AMENDMENTS OR MODIFICATIONS TO THESE TERMS AND CONDITIONS SHALL CONSTITUTE YOUR ACCEPTANCE OF THE MOST CURRENT VERSION OF THESE TERMS AND CONDITIONS AND THE AMENDMENT OF THE AGREEMENT BETWEEN US TO INCORPORATE SUCH AMENDMENTS AND MODIFICATIONS.
1. Licenses.
There is no fee payable by You for the privilege of using the Website and no purchase is necessary to participate in the Promotion. Your access to the Site is pursuant to a free, limited, revocable and non-exclusive license from Us, which may be modified, terminated, restricted or limited by Us at any time. By submitting any content to the Site, You grant to Us a perpetual, unlimited, irrevocable, royalty-free, non-exclusive, assignable and worldwide license to make, copy, perform, publish, display, distribute, transmit, translate, modify, prepare derivative works from and use such content in other works in any form, media or technology now known or hereafter developed to the full extent and duration of any rights that you may have in that content. You acknowledge and agree that if you use any of the Services to contribute Content to the Site or Services (“Content”), You agree to waive and never assert any moral rights that You may have in or to any content submitted to Us. You also hereby do and shall grant each User of the Site and the Services a nonexclusive license to access your Content through the Site and the Services and to use such Content as permitted through the functionality of the Site and the Services and under this Agreement. If You are a prize winner in the Promotion, You are also required to grant to Us certain publicity rights as well. Please see Section 9 of this Agreement and the Official Rules for more information.

2. Accessibility.
You understand and agree that the Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (a) equipment or communications malfunctions; (b) periodic maintenance, repairs or administrative reviews which We may undertake from time to time; or (c) causes beyond Our control or which are not foreseeable by Us. We shall not be responsible or liable in any way to You or anyone else due to or as a result of any such inaccessibility or inoperability.

3. Eligibility,
To use this Site, You must be a natural person, who is a legal resident of the fifty (50) United States (including District of Columbia, but excluding Puerto Rico, US Virgin Islands and US possessions and territories) and Canada (excluding Quebec), who is assigned to the email address submitted with your registration and who is otherwise eligible under the Official Rules. In the event of any conflict between these Terms of Use and the Official Rules, the Official Rules will control. See the Official Rules for details and additional information.

4. Equipment.
You are solely responsible for providing and maintaining all hardware, software, electrical and other physical requirements for Your use of this Site, including, but not limited to, telecommunications and internet access connections and links, web browsers or other equipment, compatibility and all other programs or services required to access and use this Site.

5. Use of Personal Information.
Any information concerning You or your participation in the Promotion may be used by Us in accordance with and as set forth in the Privacy Policy and the Official Rules. See the Privacy Policy and Official Rules for details and additional information.

6. Proprietary Rights.
All or portions of this Site are proprietary to Us and are protected by intellectual property laws and treaties, including, but not limited to, copyright, trademark, service mark, trade secret and/or patent laws. You agree to use this Site for Your own personal use only and shall not copy, duplicate, display, transmit, distribute, modify, reverse engineer or prepare derivative works of all or any portion of this Site, or other aspect of the Promotion, for any purpose unless We give You express written permission to do so.

7. Rules for the Promotion.
Any Promotion made available through the Site may be governed by specific rules that are separate from this Agreement. By participating in any such Promotion, you will become subject to those rules, which may vary from the Terms of Use set forth herein. We urge you to review all rules applicable to any particular Promotion in the Official Rules, Sweepstakes Facts and Privacy Policy, which are incorporated by reference herein. See the Official Rules, Sweepstakes Facts and Privacy Policy for details and additional information.
8. Privacy Policy.
We consider your personally identifying information to be private; however the operation of this Site requires the submission, use and dissemination of various items of personally identifying information. Your use of this Site constitutes Your acceptance of Our policies and practices for the collection and use of personally identifying information. Please see Our Privacy Policy for a summary of Our policies and practices with respect to the collection and use of personally identifying information.

9. Publicity.
You agree that Your use of the Site, Your participation in the Promotion, or Your acceptance of any prize from the Site or the Promotion shall, unless prohibited by law, also constitute a grant to Us of the right to print, publish, broadcast and use, worldwide, in any media now known or hereafter discovered and at any time, Your name, picture, voice, likeness and/or biographical information, and any comments or remarks you may choose to express to us relative to the Site, the Promotion or any such prize, for promotional purposes without additional compensation and without additional consent, except where prohibited or otherwise limited by law. In particular, subject to any such limitations, in the event that you are a winner of a prize or award, We reserve the right to publish Your first name, last name (or first initial of last name), location (city and state and/or providence), photograph, any quotation You are willing to provide, the prize amount won, and any information provided by you or obtained by us through the Site or the Promotion that We, in Our sole discretion, deem appropriate or desirable. The views expressed by Users of the Site do not necessarily reflect Our views.

10. Password Policy.
Access to the Site requires both log-in information and a password. The log-in information is your e-mail address (“User Name”). During the registration process for this Site, you must choose a unique sign-on password (“Password”) to become a User of this Site and gain access to restricted areas of this Site. Only one User can use each User Name and corresponding Password. Anyone with knowledge of both your User Name and Password can gain access to the restricted portions of this Site. By using this Site, you agree to keep your Password secret. In particular, you agree to be solely responsible for the confidentiality and use of your Password as well as for any communication or interaction entered through the Site when using your Password. You will immediately notify Us if you become aware of any loss or theft of your Password or any unauthorized use of your Password. We reserve the right to delete or change a Password at any time and for any reason.

11. Enforcing Security on the Site.
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986. We reserve the right to view, monitor and record activity on the Site without notice or permission from You. Any information obtained by monitoring, reviewing or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. We will also comply with all court orders involving requests for such information.

12. Digital Millennium Copyright Act Compliance
The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. We reserve the right to remove material on the Our Site which allegedly infringes another person’s copyright. If You are a copyright owner or an agent thereof and believe that any Content posted on or through this Site infringes upon Your copyright, You may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): 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 on the 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, if available, an electronic mail address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification 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 Copyright Agent to receive notification of claimed infringement is: Alex Romeo. Postal Address: 382 Channel Drive, Port Washington, New York, 11050. Email: copyright@pch.com. Phone: (516) 883-5432. Facsimile: (516) 883-5769. You acknowledge that if You fail to comply with all the requirements of this Section 12, Your DMCA notice may not be valid.

13. No Redistribution or Resale.
You agree not to sell, resell, lease, distribute, redistribute or exploit any portion of this Site for commercial purposes.

14. No Interference or Circumvention.
You agree that You will not use, implement or employ, or directly or indirectly aid, encourage or solicit anyone else to use, implement or employ, any automated or manual device, process or program (including without limitation any robot, spider, spyware, adware, etc.) that is designed to or does in fact: (a) monitor, observe, track, gather, collect, copy or transmit any of the Content, data or user information contained on this Site; (b) deliver promotional, advertising, marketing, commercial or non-commercial material to Users (e.g. pop-up advertisements) without Our express written permission; or (c) interfere, circumvent or encumber, or attempt to interfere, circumvent or encumber, the operation or administration of this Site.

15. Linking and Framing.
You agree not to bypass or attempt to bypass the home page of this Site and “deep link” to any other page in this Site, or frame Our Content within another website, or copy or use Our Content in another medium without Our express written permission.
16. Unacceptable Use and Content Policy.
(a)You are solely responsible for any and all acts and omissions that occur while You use this Site. You agree that you will not engage in any unacceptable uses, which include, but are not limited to, use of the Website to: disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial e-mail (also known as “spam”); disseminate or transmit Content that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; disseminate, store or transmit files, text, graphics, software or other Content that actually or potentially infringes the copyright, trademark, patent, trade secret, intellectual property or contractual rights, or rights of privacy or publicity, of any person or instruct or otherwise assist any person in doing so; post, disseminate or transmit any false, fraudulent, inaccurate or deceptive information; create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; impersonate any person or entity, including, but not limited to a Publishers Clearing House employee, agent or representative; export, re-export or permit downloading or transfer of any message or Content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities or without all required approvals, licenses or exemptions; interfere, disrupt or attempt to gain unauthorized access to other passwords or accounts on the Site or on any other computer network; disseminate, store or transmit viruses, Trojan horses or any other malicious code or program; harm minors in any way; solicit personal information from anyone under thirteen (13) years of age; solicit confidential information from others, regardless of age; interfere with or disrupt the Site or Our servers or network connected to or providing service to the Site; provide instructional information about illegal or unlawful products, services or activities; "stalk" or otherwise harass another person; violate any applicable local, state, national or international laws, whether intentionally or unintentionally; or engage in any other activity deemed by Us, in Our sole discretion, to be objectionable or unacceptable.

(b)One or more violations of this policy may result in termination or suspension of Your access and ability to use this Site.

(c)In instances in which We, in Our sole discretion, suspect or determine that the Website is being used for any unacceptable, inappropriate or illegal purposes, We may disclose personally identifiable information relating to You or Your use of this Site to other parties as We deem appropriate. Such information may also be disclosed pursuant to any authorized law enforcement investigation or other judicial process, regardless of whether it was initiated by Us or by another party.

(d)You are required to provide Us with accurate, truthful, reliable and current information on Our registration form.

17. No Pre-Screening of Postings.
We are not responsible for screening, policing, editing or monitoring any Content posted by You or another User or any other third party to this Site or any forum or other venue made available by Us to such third parties, and We are not a publisher of such postings. Nevertheless, We reserve the right to block or delete or take other action with respect to postings that We believe in good faith violate this Agreement and/or are potentially unlawful, harmful, offensive or otherwise inappropriate. If you violate this or any other provision of this Agreement, We may, in Our sole discretion, issue you a warning and/or terminate your use of this Site or the Promotion. If you become aware of postings that violate these rules, you are encouraged to contact Us and provide us with details and other information sufficient to enable us to take effective action.

18. No Endorsement of Postings.
You must use good judgment and exercise reasonable caution in posting Content and in evaluating User or third party postings or other Content (including information and opinions posted by others) on this Site. You are responsible for all Content posted or developed under your User Name, including Content contributed by a third party whom you have authorized to post Content under your User Name (whether in the form of comments to a status update or any other form). Transmission through this Site of postings or other Content by our Users or third parties to other third parties or third party websites does not constitute Our endorsement of the opinions or information provided by any User or third party, and is subject to at all times to our right to suspend, remove or delete postings or other Content that We believe in our discretion is or may be unlawful or otherwise prohibited under this Agreement. We have no control over any posting or Content once it has been transmitted to a third party or third party website through this Site, and cannot suspend or delete Content that appears on third party websites. We do not make any representation with respect to, nor do We endorse the accuracy, completeness, timeliness or reliability of, any advice, opinion, statement or other material displayed, uploaded or distributed by any User of or third party contributing materials to this Site. We expressly disclaim all responsibility and liability for such postings, information and materials.

19. Good Samaritan Content and Complaint Procedures Policy.
(a)Policy.
We have provided opportunities for You to post your own Content. It is Our policy, however, not to allow any Content to be posted on the Site which may constitute intellectual property infringement; violations of federal, state, or local law; obscene or defamatory material; incitement to violence, hatred of or discrimination against any ethnic, religious, social or other group; or which does or may otherwise be unacceptable or inappropriate (collectively, “Disputed Content”). If we learn of any Disputed Content, We may attempt, and You hereby give Us the right, to delete, edit, remove, change or restrict access to any Disputed Content posted by You which, in Our sole discretion, violates this Agreement or is otherwise unacceptable or objectionable. The provisions of this section are intended to implement Our policy but are not in any way intended to impose a contractual obligation upon Us to undertake, or refrain from undertaking, any particular course of conduct.

(b)Complaint Procedures.
If You believe that someone has posted on the site with Disputed Content which violates this policy or the Unacceptable Use and Content Policy in Section 16, You may notify Us as follows: (i) Via e-mail at support@sayandwin.com; or (ii) via first class mail (or other nationally-recognized courier) at: Say And Win Complaint, 382 Channel Drive, Port Washington, NY 11050. .

In order to allow Us to respond effectively, please provide Us with as much information as possible, including: (1) the nature of the right infringed or violated (including the registration numbers of any registered trademarks or patents allegedly infringed) of the Disputed Content; (2) all facts which lead You to believe that a right has been violated or infringed, if applicable; (3) the precise location or website link where the Disputed Content is located; (4) any grounds to believe that the party or user which used or posted the Disputed Content was not authorized to do so or did not have a valid defense (including “fair use”), if applicable; (5) if known, the identity of the party or user who used or posted the Disputed Content, if applicable; and (6) in the case of alleged copyright infringement claims, information sufficient to identify the work and Your claims to ownership to the Disputed Content.

(c)Indemnification/Waiver of Certain Rights.
By contacting Us and complaining of an alleged violation, You agree that the substance of Your complaint shall constitute a representation made under the pains and penalties of perjury pursuant to the laws of the State of New York. In addition, You agree, at Your own expense, to defend and indemnify Us and hold Us harmless against all claims which may be asserted against Us, and all losses incurred, as a result of Your complaint and/or Our response to it.

(d)Waiver of Claims and Remedies.
We expect all users of this Site to take responsibility for their own actions and cannot and do not assume liability for any acts of third-parties which take place at this Site. By taking advantage of the Good Samaritan procedures set forth herein, YOU WAIVE ANY AND ALL CLAIMS OR REMEDIES WHICH YOU MIGHT OTHERWISE BE ABLE TO ASSERT AGAINST US UNDER ANY THEORY OF LAW (INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY, CONTRACT AND/OR TORT LAWS) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THE DISPUTED CONTENT AT THIS SITE OR OUR RESPONSE, OR FAILURE TO RESPOND, TO A COMPLAINT AS A RESULT THEREOF.

(e)Investigation/Liability Limitation.
You agree that We have the right, but not the obligation, to investigate any complaint received. By reserving this right, We do not undertake any responsibility in fact to investigate complaints or to remove, edit, disable or restrict access to or the availability of Disputed Content. We will not act on complaints that We believe, in Our sole discretion, to be deficient or incomplete. If You believe that Disputed Content remains on this site that violates Your rights, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE AGAINST THE USER OR OTHER PARTY RESPONSIBLE FOR SAID CONTENT, NOT AGAINST US.

20. Third Party Products/Services.
You acknowledge and agree that this Site may feature materials, products, and services provided by third parties. We make no representations with respect to, nor do We guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability or correct sequencing of such third party materials, products and services or any other materials, products or services which such third party materials, products, and services may access or embody. We expressly disclaim responsibility and liability for all materials, products and services contained on or accessed through the Site that are provided by third parties.

21. Advertisers on the Site.
In Our sole discretion, We may display the advertisements of third parties on this Site. Your correspondence or any other dealings with advertisers found on this site are solely between you and such advertiser. You agree that We shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertisers on this Site. Moreover, We shall not be responsible or liable for the statements or conduct of any third party on this Site.

22. Links to Other Sites.
We may provide links, in Our sole discretion, to other sites on the World Wide Web. These sites have not necessarily been reviewed by Us and are maintained by third parties over which We exercise no control. We expressly disclaim any responsibility for the Content, materials, accuracy of information and/or quality of the products or services provided by or advertised on these third party web sites. Such links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.

23. Events Beyond Our Control.
You expressly absolve and release Us from any claim of harm resulting from a cause beyond Our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars or governmental action.

24. Representations and Warranties.
By using this Site, You represent and warrant the following: (a) You have the right, power and authority to enter into and perform this Agreement; (b) any information that You provide when registering to use this Site is accurate, truthful, reliable and current; and (c) You will not use Our Services or this Site to violate any federal, state and/or local law.

25. Disclaimer of Warranties.
THIS SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THIS SITE AND OUR SERVICE IS AT YOUR SOLE RISK. WE MAKE NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (B) THAT THE WEBSITE, THE PROMOTION OR THE SERVICES PROVIDED BY US WILL MEET YOUR REQUIREMENTS; (C) THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE; AND/OR (D) THAT ANY INFORMATION, DATA OR CONTENT OBTAINED FROM THE WEBSITE OR THE PROMOTION WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY OR FREE FROM VIRUSES OR OTHER FORMS OF DESTRUCTIVE CODE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US, WHETHER IN ORAL, WRITTEN OR ELECTRONIC FORM, RELATING TO YOUR USE OF THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

26. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEBSITE OR THE SERVICES PROVIDED BY US OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) YOUR USE OR INABILITY TO USE THE WEBSITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE WEBSITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR ANY TRANSMISSION OF DATA; (D) ANY CONTENT OR DATA TRANSMITTED OR RECEIVED (OR NOT TRANSMITTED OR RECEIVED) BY/FROM YOU; AND/OR (E) ANY CONTENT OR DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE WEBSITE, OR THE SERVICE PROVIDED BY US; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

27. Reliance upon Limitations.
The parties acknowledge that they have entered into this Agreement in reliance upon the limitations of liability and the disclaimer of warranties and damages as set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

28. Indemnification.
You agree to indemnify, hold harmless and defend Us, Our directors, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement and/or any breach or threatened breach by You; (b) Your use of the Website, including any data, Content or material transmitted or received by You; (c) any unacceptable or objectionable use of the Website by You; (d) any negligent or willful misconduct by You; and (e) as otherwise provided in this Agreement.

29. Integration and Conflicting Terms.
This Agreement, including the Official Rules, the Sweepstakes Facts and the Privacy Policy, constitute the complete and exclusive agreement between You and Us with respect to use of this Site and the Promotion and supersede any and all prior or contemporaneous communications, representations, statements, agreements and understandings, whether in oral, written or electronic form, between You and Us concerning the use of this Site and the Promotion. These Terms of Use, the Official Rules, the Sweepstakes Facts and the Privacy Policy shall be construed as consistent with each other whenever possible, but if such construction is unreasonable due to conflicting terms, the terms of the Official Rules shall control. These Terms of Use and the Privacy Policy shall be construed as consistent with each other whenever possible, but if such construction is unreasonable due to conflicting terms, the terms of the Privacy Policy shall control. The Privacy Policy and the Official Rules shall be construed as consistent with each other whenever possible, but if such construction is unreasonable due to conflicting terms, the terms of the Official Rules shall control.

30. Modification and Amendment.
We have the right at any time to modify or amend the terms of this Agreement. Should this Agreement be modified or amended, this Site will display the modifications or amendments. Any use of the Website by You thereafter shall constitute Your acceptance of the modifications and amendments. No modification or amendment of this Agreement made by You shall be binding upon Us.

31. Force Majeure.
If the performance of any part of this Agreement by Us is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond Our control, We shall be excused to the extent that performance is prevented, hindered or delayed by such causes.

32. Severability.
If any one or more of the provisions contained in this Agreement or the Official Rules shall for any reason be found to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and enforceable to the fullest extent permitted by law.

33. Waiver.
No waiver of any term, provision or condition of this Agreement, the Official Rules, the Sweepstakes Facts and/or the Privacy Policy, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or shall constitute a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver by Us shall be binding unless executed in writing by Us and signed by an authorized agent.

34. Governing Law, Forum, and Arbitration.
This Agreement is made in and shall be governed by the laws of the State of New York, excluding its conflicts-of-law principles. You agree that in the event of any dispute which arises between the parties relating to this Agreement which the parties are unable to resolve, said dispute shall be submitted solely and exclusively to arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. Said dispute shall be submitted individually by You, and shall not be subject to any class action status. You hereby waive any and all rights to claim punitive, incidental or consequential damages, attorneys’ fees and costs and/or the right to have any damages multiplied or increased. You agree that the only damages to which You will be entitled shall be Your actual damages associated with this Agreement. Said arbitration shall occur exclusively in the city and county of New York. All lawsuits, causes-of-action, disputes or other proceedings not subject to Arbitration shall be brought exclusively in the state or federal courts located in the city and county of New York and by accessing the Site and/or participating in the Promotion You irrevocably submit and consent to the exercise of personal jurisdiction over You as a result thereof, and waive any objection to venue on the grounds of inconvenient forum.

35. Remedies.
In order to avoid irreparable injury to Us, in the event of any breach or threatened breach by You of the provisions of this Agreement, We shall be entitled to seek an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement shall be construed as prohibiting Us from pursuing any other remedies available to Us for such breach or threatened breach, including the recovery of monetary damages from You.

36. No Third Party Beneficiaries.
No provision of this Agreement is intended to create, and does not create, any rights in or benefits to any third party.

37. Notice.
All notices from Us relating to the Site, the Promotion or Your use of any thereof shall be deemed to be delivered when displayed on this Site. Except as may be provided elsewhere in the Terms of Use or in the Official Rules, all notices to Us shall be sent via first class mail or other nationally recognized courier to: Say And Win, 382 Channel Drive, Port Washington, NY 11050.

38. Termination.
Either party may terminate this Agreement at any time without notice to the other party. Upon termination, Your access to and use of the Site, the Promotion or the Services provided by Us may be discontinued and terminated. You will, notwithstanding any such termination, be awarded any prize to which You may be entitled from the Promotion prior to such termination.

39. Survivability.
The respective rights and obligations of the parties, if any, pursuant to Sections 24 through 28, inclusive, Sections 35 and 36, and as otherwise provided elsewhere in this Agreement, shall survive any termination or expiration of this Agreement.

40. Neutral document.
No provision of the Terms of Use, the Official Rules, the Sweepstakes Facts, or the Privacy Policy shall be interpreted or construed against Us because We were the drafter thereof and shall be interpreted in a neutral manner.

41. Headings and Order.
The headings and sequential order of the sections contained in this Agreement are for convenience or reference only and shall have no substantive or procedural effects in construing the provisions of this Agreement.

Copyright © 2010 Publishers Clearing House LLC. All Rights Reserved.