Disqus Terms of Service

FIRST SEEN 2026-07-29 · VERSION 20260729_rev01 · COMPARED WITH 20170501_rev01

Full text changes — 20170501_rev01 to 20260729_rev01

COLOUR MARKS THE SEVERITY OF A FLAGGED CLAUSE · + AND − MARK ADDED AND REMOVED

+## Welcome to disqus.com, the website and online service of Disqus, Inc. ("Disqus," "we," or "us" or "our"). This page explains the terms by which you may use our online service, web site, and software provided on or in connection with the service (collectively the "Service"). By accessing or using the Service you signify that you have read, understood and agree to be bound by these Terms of Service ("Terms") and to the collection and use of your information as set forth in the Disqus Privacy Policy at https://help.disqus.com/customer/en/portal/articles/466259-privacy-policy, whether or not you are a registered user of our Service. These Terms apply to all visitors, users, and others who access the Service ("Users").
+## DISQUS TERMS
+**_If you create an account with Disqus, you agree to the User Terms of Service. If you are using Disqus comments on your website you are a "Publisher" and you also agree to the [Publisher Terms of Service](https://help.disqus.com/terms-and-policies/terms-of-service)_** **_which follow the User Terms of Service below._**
+## DISQUS USER TERMS OF SERVICE.
+Disqus, Inc. ("Disqus", "we", "us" or "our") offers an online public comment sharing platform where you may login and create profiles to participate in conversations with peers and enjoy an interactive experience. These Terms of Service (the "Terms") govern your use of and access to our comment sharing platform, software and website (collectively the "Service") by using the Service you understand and agree to be bound by these Terms.
 THESE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
+## Description and Use of Our Service
+**Use of the Service**.
+Description of Our Service. The Service provides a comment platform that helps you build an active community from your website's audience. In addition to other functionalities, the Service provides: (i) a real-time comment system which allows real-time posting and updating; (ii) a notification and reply system that alerts users to responses and allows users to continue a conversation through email; (iii) inline media embedding that allows full integration with media services as well as being able to attach media such as photos and videos within comments; and (iv) mobile commenting to be able to comment on the go.
+You may only access and use the Service if you agree to be bound by these Terms, are over the age of 18, and are not a person barred from receiving or using the Services under the laws of the applicable jurisdiction. If you are accepting these Terms and using the Service on behalf of a company, organization, government or other legal entity, you represent and warrant that you are authorized to do so. In the event you breach these Terms, or violate the [Basic Rules of Disqus](https://help.disqus.com/terms-and-policies/basic-rules-for-disqus), Disqus may, in our sole discretion, revoke your rights to use the Service and terminate your account.
+Eligibility. You may use the Service only if you can form a binding contract with Disqus, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Disqus.
+**License to Use the Service.**
+Changing or Discontinuing the Service Or Your Access We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for any or no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms with respect to any provision which is intended to survive termination.
+Disqus grants you a non-exclusive, limited, non-transferable, revocable license to access and use the Service in accordance with the Terms and in the manner contemplated hereunder. Disqus reserves all rights not expressly granted herein in and to the Service and the Disqus Content (as defined below). Disqus reserves the right to revoke your license to use the Service at any time and for any reason.
+Disqus Account. Your Disqus account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Disqus account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. You may never use another User's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Disqus immediately of any breach of security or unauthorized use of your account. Disqus will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your [profile settings](https://disqus.com/account). By providing Disqus your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your [settings page](https://disqus.com/account). Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
+Disqus reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy applicable law; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or other technical issues; (iv) respond to user support requests; (v) protect the rights, property or safety of Disqus; (vi) or as otherwise set forth in the Disqus Privacy Policy.
+Free Subscription Disqus offers a Basic Service that is available to you free-of charge, subject to activity thresholds, such as page views and volume of comments. Basic Service is supported by advertising. The features of the Basic Service are described in the pricing and plans page of the Disqus site.
+**Modifying or Discontinuing the Service.**
+Paid Subscriptions Several Paid Subscription options are available to select customers, subject to activity thresholds, such as page views and volume of comments. Paid Subscription options are described in the pricing and plans page of the Disqus site. With a Paid Subscription plan, you can have the option to de-activate Ads on your Service. Disqus may change the Paid Subscription tier you are on at our sole discretion. Disqus may change the features associated with each Paid Subscription plan.
+We are constantly changing and improving Service. We may, without prior notice to you, add or remove functionalities or features, and we may suspend or stop the Service altogether.
+Paid Subscriptions can be purchased either by (1) paying a monthly subscription fee; or (2) pre-payment giving you access to the Disqus Service for a specific time period ("Pre-Paid Period").
+**Disqus Account**.
+Your subscription fee will automatically renew and be due to Disqus at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. Any cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the then-current features of the Disqus Free advertising supported Service. All subscription fees and Pre-Paid fees are non-refundable.
+By creating a Disqus account, you agree to these Terms. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your account. You may never use another user's account without permission. You must notify Disqus immediately of any breach of security or unauthorized use of your account. Disqus will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your [profile settings](https://disqus.com/account).
+Disqus may change the price for the Paid Subscriptions, Pre-Paid Period (for periods not yet paid for), and will communicate any price changes to you in advance. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Disqus Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Disqus Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
+**Privacy.**
+Service Rules. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping" except for uses allowed under the "Feed and API" section below; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Disqus servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Disqus grants the operators of public search engines revocable permission to use spiders to copy materials from disqus.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, to compromise the system integrity or security or to decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) uploading, posting, transmitting, sharing, storing or otherwise making publicly available on the site, or other channels, any private, personally identifiable information of any third party, including, but not limited to: addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; (ix) using the Service for any commercial solicitation purposes; (x) impersonating another person or otherwise misrepresenting your affiliation with a person or entity or conducting fraud; (xi) interfering with the proper working of the Service; (xii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service or Disqus' written permission; or (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
+The [Disqus Privacy Policy](https://disqus.com/privacy-policy/) describes how we use and process the information you provide to us when you use the Service. You understand that by using the Services you consent to the collection, use and disclosure of your information as set forth in our Privacy Policy.
+● Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. "Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the Disqus Service to a User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
+**Content on the Services**.
+● You are solely responsible for your interactions with other Disqus Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Disqus shall have no liability for your interactions with other Users, or for any User's action or inaction.
+You are responsible for your use of the Services and for any content you submit, post, display or otherwise make available on or through the Service ("User Content"), including that such User Content complies with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.
+Advertisements. The basic Disqus Service provided by Disqus is supported by advertising. Paid Subscription plans include advertising, at your option. If you have selected a plan that is supported by advertising, you agree that Disqus may include advertisements and/or content provided by Disqus and/or a third party (collectively "Ads") as part of the implementation of the Service. You agree to comply with any specifications that may be provided by Disqus from time to time to enable proper delivery, display, tracking and/or reporting of Ads.
+Disqus takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Disqus shall not be liable for any damages you allege to incur as a result of User Content.
+Certain publishers may be eligible to disable advertisements by entering into a Paid Subscription with Disqus.
+Any use of or reliance on User Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to User Content that might be offensive, harmful, inaccurate, inappropriate for children or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All User Content is the sole responsibility of the person who originated such User Content. We may not monitor or control the User Content posted via the Services and, we cannot take responsibility for such User Content. You agree that Disqus shall not be liable for any damages you incur as a result of User Content.
+Revenue Share Program
+Disqus respects the intellectual property rights of others and expects users of the Service to do the same. We reserve the right to remove User Content alleged to be infringing without prior notice, at our sole discretion and without liability to you. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us as described below.
+Certain publishers may qualify to receive payments from Disqus related to the advertisements that are displayed on their site. Disqus, in its sole discretion determines which publisher sites are eligible to receive payments for running advertisements.
+By using the Service you represent and warrant that your User Content does not violate any applicable law or infringe any third party proprietary rights, including but not limited to, any Intellectual Property Rights.
+If you are eligible for Revenue Share, after you have submitted valid payment method information and tax forms via our publisher dashboard, you will earn Revenue Share related to the number of valid clicks on Ads, the number of valid impressions of Ads and/or other events performed in connection with the display of Ads on the Permitted Sites (as defined below), in each case as determined by Disqus in its sole discretion in accordance to the then applicable revenue share calculation. You will not be eligible to earn Revenue Share until after you have submitted valid payment method information and tax forms via our publisher dashboard. "Permitted Sites" means web sites owned, operated or controlled by you on which you have integrated the Service. Your payments will be sent by Disqus within approximately ninety (90) days after the end of each calendar month that Ads are running on the Permitted Sites if your earned balance is $100 or more. If you terminate this Agreement (and you have not breached this Agreement), Disqus will pay you your earned balance within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by you (following Disqus' receipt of your written request, including by email, to terminate this Agreement). In no event, however, will Disqus make payments for any earned balance less than $10.
+**Copyright Infringement: Digital Millennium Copyright Act of 1998 ("DMCA")**
+Notwithstanding the foregoing, Disqus will not be liable for any payment based on: (a) any amounts which result from invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Disqus, including without limitation through any clicks or impressions solicited by payment of money, false representation, or request for end users to click on Ads; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that Disqus may deliver; or (d) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by you for any applicable pay period. We reserve the right to withhold payment due to any of the foregoing or any breach of the Agreement by you, pending our reasonable investigation of any of the foregoing or any breach of the Agreement by you, or in the event that an advertiser whose Ads are displayed in connection with the Permitted Sites defaults on payment for such Ads to us. You agree to pay all applicable taxes or charges imposed by any government entity in connection with any payments received hereunder. You acknowledge and agree that Disqus may change its pricing and/or payment structure at any time. If you dispute any payment made hereunder, you must notify Disqus in writing within fifteen (15) days of any such payment; failure to so notify Disqus will result in the waiver by You of any claim relating to any such disputed payment.
+If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement under the DMCA and is accessible via the Service, please notify Disqus' copyright agent at the contact information below. For your complaint to be valid under the DMCA, you must provide the following information in writing:
+Payment will be calculated solely based on records maintained by Disqus and no other measurements or statistics of any kind will be accepted or have any effect under this Agreement. We make no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to you under this Agreement. Earnings from advertisements will begin accruing only after you successfully submit your payment information and tax forms via the Disqus publisher dashboard. You acknowledge and agree to claim any payments from Disqus within three (3) months of the attempted issuance of that payment otherwise Disqus shall have the right to recapture all payments that are held by Disqus and that are due to you.
+DMCA Agent Contact Information:
+Disqus reserves the right, in its sole discretion, to not run Ads on sites based on quality criteria important to our advertisers, including but not limited to: site language, brand safety of content, and user engagement.
+Disqus, Inc.
+## Usage License
+Attn: DMCA Notice Disqus, Inc.
+Subject to the terms and conditions of these Terms, Disqus grants you a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial (i.e. you may not use the Service to provide ads) use only and as permitted by the features of the Service. Disqus reserves all rights not expressly granted herein in the Service and the Disqus Content (as defined below). Disqus reserves the right to terminate your license to use the Service at any time and for any reason or in the future to charge for commercial usage.
+Park Ave, 33rd floor
+New York, NY 10016
+## User Responsibility and User-Posted Content
+Please note that this procedure is exclusively for notifying Disqus and its affiliates that your copyrighted material has been infringed. In accordance with the DMCA and other applicable law, Disqus has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Disqus may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
+Some areas of the Service allow Users to post content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service "User Content").
+UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
+You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); or (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of privacy or publicity rights. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content or your use is covered by a fair use exception and have the power to grant the license granted below. Disqus reserves the right, but is not obligated, to reject and/or remove any User Content that Disqus believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.
+**Rights Regarding User Content**.
+For the purposes of the Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
+You retain your rights to any User Content ("User Content"). By submitting, posting or displaying any Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, Disqus a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual and irrevocable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and make derivative works of such User Content in any and all media, technology or distribution methods (now known or later developed). This license authorizes Disqus to make your User Content available, to the rest of the world and to let others do the same. You agree that this license also includes the right for Disqus to provide, promote, and improve the Services and to make User Content submitted to or through the Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion, publication, or otherwise of such User Content on other media and services. Such use by Disqus or other companies, organizations or individuals may be made with no compensation paid to you with respect to your content.
+In connection with your User Content, you affirm, represent and warrant the following: Your User Content and Disqus' use thereof as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights, right of publicity and privacy rights.
+**Disqus Content**
+Disqus may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
+Disqus' name, logo, designs, trademarks, trade dress, service marks, copyrights, patents or other intellectual property rights in Disqus' software, images, text, graphics, illustrations, logos, APIs etc. (the "Disqus Content") is the exclusive property of Disqus or its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or to Disqus Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Disqus Content. Use of the Disqus Content for any purpose not expressly permitted by these Terms is strictly prohibited.
+Disqus takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Disqus shall not be liable for any damages you allege to incur as a result of User Content.
+**Feeds and API**
+By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Disqus a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Disqus' (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.
+Disqus provides access to portions of its Service via RSS feeds and an API. For the purposes of these Terms, such access constitutes use of the Service. Disqus asks that you use these features respectfully, and as may be outlined in any documentation that we provide. You may not use these or any other features of the Service itself to allow the display of any portion of the Disqus database or reproduce, duplicate or copy any or all of the Disqus Service. Disqus reserves the right to change these features at any time and to disable access to the feeds and the API at any time for any reason or no reason.
+## Publisher Responsibility and Content Guidelines
+**Service Rules**
+Disqus enables online discussion communities, and in doing so, freedom of expression and identity are core values of the Service. There are a number of categories of content and behavior, however, that jeopardize the Service by posing risk to users, publishers or third party services utilizing the Disqus platform. Websites or website representatives publishing inappropriate content or exhibiting inappropriate behaviors in connection with their use of the Service, including from the following categories, may have their Disqus account suspended or terminated:
+Please review the Disqus Service Rules below, in consideration of the license to use the Services you agree to comply with the Service Rules which are part of these Terms and outline what is prohibited on the services. Please also note, Disqus comments often appear in websites and online communities not owned by Disqus, these websites and online communities may have their own rules about content and comments on their site, please respect the rules of the communities in which you are using Disqus to comment.
+● Blackmail or extortion
+Bullying; Harassment; Hate Speech. We do not allow bullying or hate speech on the Disqus platform. Hate speech attacks people based on "protected characteristics" which include race, ethnicity, sexual orientation, religious affiliation, sex, gender, gender identity or serious disability or disease. Bullying targets individuals with the intention of degrading or shaming them. Bullying is especially harmful to minors because they may be more vulnerable. Disqus prohibits bullying and hate speech and requires our users to respect each other and comment with the respect and sensitivity of others in mind.
+● Copyright or trademark Infringement
+Trademark Rights and Rights of Publicity; Impersonation. Users are required to respect the intellectual property rights of others, and are prohibited from posting content that violates someone else's copyright, trademark, or right of publicity. Additionally, users are prohibited from impersonating others in a manner that does or is intended to mislead or deceive others. Accounts portraying another person in a confusing or deceptive manner may be banned at Disqus' discretion.
+● Deceitful data collection
+Safety; Self-Harm. Users are prohibited from promoting or encouraging suicide or self-harm. When we receive reports that a person is threatening suicide or self-harm, we may take a number of steps to assist them, such as reaching out to that person and providing resources such as contact information for our mental health partners.
+● Harm to minors or animals
+Violence and Criminal Acts. Users are prohibited from promoting or publicizing violent crime, theft, or fraud. We also prohibit users from making credible threats of violence, serious physical harm, or death. This includes, but is not limited to, promoting, publicizing or threatening terrorist activity, organized hate crime, mass or serial murder, human trafficking, organized violence.
+● Impersonation
+Child sexual exploitation. Disqus prohibits content that sexually exploits or endangers children. If we become aware of apparent child exploitation, we will report it in compliance with applicable law.
+● Intimidation of users of the Disqus Service
+Inappropriate Content. Graphic media, including explicit violence, gore, and pornographic content are not allowed.
+● Malware
+Deceitful data collection; Malware Collecting or harvesting any personally identifiable information, including account names, from the Service; attempting to interfere with, to compromise the system integrity or security or to decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading data, viruses, worms, or other software agents through the Service accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
+● Privacy violations
+Spam. Users are prohibited from posting or sending Spam through the service. What constitutes Spam is constantly evolving. Generally, Spam means repeated actions that negatively impact others, such as repeatedly posting a comment with the intent to post a thread etc.
+● Spam
+The list of rules above is contently evolving. Disqus may update and revise these rules at any time, please review [Disqus Basic Rules](https://help.disqus.com/en/articles/1717116-basic-rules-for-disqus) for more information.
+● Unlawful activities
+**Disclaimers and Limitation of Liability**
+The above list may be modified or expanded at any time, and individual account deactivation decisions remain at the sole discretion of Disqus.
+THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, DISQUS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE "DISQUS ENTITIES") DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE DISQUS ENTITIES DO NOT WARRANT OR REPRESENT AND DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL LIABILITY FOR: (I) THE COMPLETENESS; ACCURACY, RELIABILITY OR CORRECTNESS OF THE SERVICES OR ANY CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE OR CONTENT; (III) THE DELETION OF OR FAILURE TO STORE OR TRANSMIT ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICE; (IV) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, SECURE, OR ERROR FREE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
+## Feeds and API
+TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE DISQUS ENTITIES, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL THE DISQUS ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL DISQUS' CUMULATIVE LIABILITY EXCEED $1,000 TO YOU AT ANY TIME.
+Disqus provides access to portions of its Service via RSS feeds and an API; for the purposes of these Terms, such access constitutes use of the Service. Disqus asks that you use these features respectfully, and as may be outlined in any documentation that we provide. You may not use these or any other features of the Service itself to allow the display of a substantial portion of the Disqus database or reproduce, duplicate or copy any or all of the Disqus Service. Disqus reserves the right to change these features at any time and to disable access to the feeds and the API at any time for any reason or no reason.
+THE SERVICE IS CONTROLLED AND OPERATED FROM ITS FACILITIES IN THE U.S.A. THE DISQUS ENTITIES MAKE NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR US IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE ENTIRELY RESPONSIBLE FOR ANY LIABILITY INCURRED BY DOING SO.
+## Disqus Property and Attribution
+**Disputes, Choice of Law and Jurisdiction**. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of laws. You agree to resolve any claim, dispute, or controversy ("Claims") arising out of or relating to these Terms or your use of the Service by binding arbitration by the American Arbitration Association ("AAA") in Santa Clara County, California under the commercial rules then in effect for the AAA, Nothing in this Section shall be deemed as preventing Disqus from seeking injunctive or other equitable relief from the courts as necessary to protect any of Disqus' proprietary interests.
+Disqus, the Disqus logo and the Disqus design are trademarks or trade dress of Disqus, and may not be used without express written permission from Disqus, other than for attribution. Attribution branding guidelines can be found at [//disqus.com/brand/](https://disqus.com/brand/). Any application displaying a Disqus comment or user profile must display the Disqus social icon linking to [//disqus.com/](https://disqus.com/), the comment timestamp linking to the comment permalink, and the Disqus username linking to the disqus.com user profile URL if the username is available. Any analysis or statistical reporting for public or commercial purposes, derived in part or in its entirety from content on the Disqus Service, must be sourced as "Disqus" or "Disqus comments."
+ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
+All other trademarks not owned by Disqus that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Disqus. Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, APIs, software, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Disqus Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Disqus and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Disqus Content. Use of the Disqus Content for any purpose not expressly permitted by these Terms is strictly prohibited.
+**Any dispute resolution proceedings relating to these Terms or the Site will be conducted only on an individual basis and not as a class, consolidated, joined or representative action and the parties expressly waive all rights to commence or participate in any class, consolidated or representative action/proceeding. You agree that Disqus' agreement to arbitrate claims constitutes consideration for such waiver.**
+## Privacy
+**U.S. Government Entities.**
+We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy https://help.disqus.com/customer/portal/articles/466259-privacy-policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.
+If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).
+## DMCA Notice
+**Indemnity**
+Since we respect artist and content owner rights, it is Disqus' policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Disqus' copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
+You agree to defend, indemnify and hold harmless Disqus and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) relating to your use of Service or actions taken through the Service, your User Content or any other data or content transmitted or received by you; or your violation of applicable law, third party proprietary rights or these Terms.
+● An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
+**Severability.**
+● Identification of the copyrighted work that you claim has been infringed;
+In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Disqus' failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
+● Identification of the material that is claimed to be infringing and where it is located on the Service;
+Contact Disqus:
+● Information reasonably sufficient to permit Disqus to contact you, such as your address, telephone number, and, e-mail address;
+Park Ave 33rd floor, New York, NY 10016
+● 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 law; and
+## PUBLISHER TERMS OF SERVICE AGREEMENT
+● A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
+**This Publisher Terms of Service Agreement (the, "Agreement") is entered into by and between Disqus, Inc. ("Licensor") and the publisher ("Publisher") as of the date of executing this Agreement electronically through the Licensor's website (Effective Date"). Therefore, in consideration of the mutual covenants of the parties and other valuable considerations, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:**
+The above information must be submitted to the following DMCA Agent:
+**1\. Access and Use.**
+Attn: DMCA Notice Disqus, Inc.
+.1 _Access_. Licensor hereby grants Publisher a non-exclusive, non-transferable right to access and use Licensor's software application, application program interface (API), website, and software as a service, (the "Service") during the Term (as defined below). Publisher may integrate the Service on any web sites owned, operated or controlled by Publisher as set forth in the Service Order, each an "Applicable Site". Publisher may add Applicable Sites not set forth in the Service Order upon execution of an additional Service Order which shall be governed by this Agreement. Publisher shall not in any way deliver, transfer, or otherwise provide access to or make available the Service to any third parties except as specifically permitted by this Agreement. Publisher is solely responsible for the activity that occurs on Publisher's account, and is required to keep its account password secure. In the event of any breach of security or unauthorized use of Publisher's account, Publisher shall notify Licensor immediately. Licensor will not be liable for any losses caused by any unauthorized use of Publisher's account.
+Address: 301 Howard St, Suite 300 San Francisco, CA 94105
+.2 _Use_. Publisher shall use the Service in accordance with the terms of this Agreement and the Licensor's privacy policy. Publisher shall be solely responsible for maintaining its own equipment and establishing its own connection via the Internet to the Service. In no event shall Publisher, or any third party, use the Licensor's APIs to "harvest" or read in bulk the contents of the data files used in the Service, expose or otherwise make available the Licensor's APIs, including pass-through of the APIs to third parties, nor repackage the APIs to make available their functionality to third parties. Publisher shall not take any action to interfere with the Service or any other user's use of the Service, Licensor's host or network, including, without limitation, via means of overloading, "flooding", "mailbombing" or "crashing" the Service.
+Telephone: N/A Fax: N/A Email: dmca@disqus.com
+.3 _Updates_. The parties agree that Licensor may make updates, modifications or improvements (collectively, "Updates") to the Service from time to time in its sole discretion.
+UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
+.4 _License to Use Service._ Disqus reserves the right to revoke your license to use the Service at any time and for any reason. Disqus may also modify or discontinue the Services or any of its features at any time in our sole discretion without any responsibility or liability to you.
+Please note that this procedure is exclusively for notifying Disqus and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Disqus' rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
+**2\. Payments and Fees.** Publisher shall pay Licensor all fees set forth on the Service Order, including any sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by Licensor by any authority in connection with this Agreement, excluding taxes based upon Licensor's net income (collectively, the "Fees"). Publisher is solely responsible to ensure that (a) every payment is received by Disqus on time, and (b) all payment information is accurate and up to date. Disqus is not required to inform Publisher about late payments.
+In accordance with the DMCA and other applicable law, Disqus has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Disqus may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
+.1 _Paid Subscription._ In the event Publisher elects a paid subscription ("Paid Subscription") for the Service, the Fees for the Service shall be billed in advance monthly and shall be due thirty (30) days from the date of invoice.The first invoicing will occur immediately after execution of this Agreement. Any additional customization or setup fees for additional integration work or work required to add Applicable Sites shall be set forth on a subsequent Service Order Form which shall be governed by the terms of this Agreement. Publisher shall be responsible for interest on all Fees overdue by more than thirty (30) days from the date on the invoice at a rate of the lesser of one and one-half percent (1.5%) per month or the maximum rate allowable by applicable law. Such interest will accrue on a daily basis and be compounded on a monthly basis. Publisher will also be responsible for payment of all reasonable expenses (including reasonable attorneys' fees and costs) incurred by Licensor in collecting any overdue amounts. Disqus reserves the right to move Publisher from a Paid Subscription to the Ads Version as defined in Section 2.2 if (a) Publisher does not fulfill the payment obligations as set forth in this Agreement and the Service Order and/or (b) Publisher exceeds the eligibility requirements for a given plan under the current pricing plan as set forth in Publisher's account. For Publisher to receive the Revenue Share as defined in Section 2.2 Publisher will have to comply with the requirements set forth in Section 2.2. Disqus is not required to inform Publisher about these, and any other changes made to Publisher's account. It is Publishers obligation to verify Publisher's account settings and to cancel the Ads Version according to this Agreement.
+## Third-Party Links
+.2 _Advertising; Revenue Share._ If Publisher has selected a plan that is supported by advertising ("Ads Version"), Publisher agrees that Licensor may include advertisements and/or content provided by Licensor and/or a third party (collectively "Ads") as part of the Service. Disqus, in its sole discretion, determines whether the Publisher's Applicable Site(s) are eligible to receive payments for running advertisements ("Revenue Share"). Publisher agrees to comply with any specifications that may be required by Licensor from time to time to enable proper delivery, display, tracking and/or reporting of Ads. As a prerequisite to earning Revenue Share, Publisher must adhere to [Disqus' Ads.txt policy](https://help.disqus.com/en/articles/1765332-ads-txt-faq), and Publisher shall be required to submit valid payment information and relevant tax forms via Licensor's publisher dashboard. Licensor shall have no obligation to pay Publisher in the event Licensor has not received payment from its advertisers.Publisher acknowledges and accepts the risk that third parties may generate impressions, clicks or other actions by fraudulent or improper means ("Fraudulent Activity"). Licensor shall have no responsibility or liability to Publisher, and shall have no obligation to pay Publisher, in connection with any Fraudulent Activity. Licensor shall pay Publisher the Revenue Share due to Publisher ninety (90) days from the end of each calendar month that Ads are running on the Applicable Site(s). Payment will be distributed through Tipalti, their Payee Agreement may be found [here](https://tipalti.com/payee-agreement-20220524/). Licensor shall not distribute Revenue Share to Publisher if the amount due to Publisher is less than US$100. Publisher shall be required to claim Revenue Share from Licensor within three (3) months of the date Revenue Share was distributed to Publisher. In the event Publisher does not claim Revenue Share within such time period, Licensor shall have the right to reclaim such Revenue Share. Licensor reserves the right, in its sole discretion, not to run Ads on the Applicable Site(s) for any reason, or no reason, including, but not limited to, quality of the content or content requirements from Licensor's advertisers. Publishers not eligible for advertising must elect a paid subscription ("Paid Subscription") for the Service, or else service to Applicable Site(s) may be terminated by the Licensor.
+The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Disqus. Disqus does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and Disqus' Privacy Policy do not apply to your use of such sites. You expressly relieve Disqus from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Disqus shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
+**3\. Reporting and Audit Rights**. In the event that Publisher has a Paid Subscription to use the Service, the amount of such Paid Subscription is determined based on the Applicable Site(s) page views per month (the "Monthly License Fee").Publisher shall be required to track and maintain accurate records of the number of average monthly page views per each Applicable Site ("Page Views") and shall provide such records of Page Views to Licensor after the first 60 days of the Agreement, and thereafter, 15 business days prior to the end of each twelve (12) month period. Licensor shall use such records to prepare the invoice for the following twelve (12) months' Monthly License Fee in accordance with the fee tiers set forth in the Service Order. Licensor shall have the right, during normal business hours, upon at least five (5) days' advance written notice to Publisher and no more than twice annually, to audit, examine, inspect, review and make copies or take extracts from, all books and records of Publisher relating to the tracking and reporting of Page Views. If such audit reveals an under-reporting of page views by an amount which would put Publisher in a higher fee tier, than Publisher shall promptly (a) pay to Licensor the difference between the amount paid and the fee tier in which the Publisher should have been; and (b) reimburse Licensor for all reasonable costs incurred by Licensor in performing such audit (including reasonable attorneys' fees, expenses, and costs).
+## Indemnity
+**4\. Data Ownership and Privacy**.
+You agree to defend, indemnify and hold harmless Disqus and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any provision of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.
+.1 _Data Ownership._ Licensor shall own all rights, title and interest in and to the comments, content, data and information that is displayed, uploaded, exchanged, transmitted or collected through the Service as provided to the Publisher (the "Disqus Personal Data"). Licensor hereby grants Publisher a limited, non-exclusive and revocable license to use the Disqus Personal Data for comment moderation and analytics purposes only (the "Permitted Purpose").
+## No Warranty and Limitation of Liability
+.2 _Data Processing._ For the purposes of this clause, the terms "controller", "data subjects", "personal data", "processor", "processing", and "supervisory authority" shall have the meaning given to them by the European Regulation 2016/679 ("GDPR"). Licensor and Publisher shall be the co-controller of the Disqus Personal Data, and both parties shall process Disqus Personal Data only in accordance with the Permitted Purpose. If Publisher is required to process Disqus Personal Data for any other purpose by a law to which Publisher is subject, (i) Publisher shall inform Licensor of this requirement before the processing, unless that law prohibits this on grounds of public interest, (ii) ensure that its personnel and subcontractors who have access to the Disqus Personal Data have committed themselves to confidentiality and are aware of and comply with Publisher's duties and their personal duties and obligations under this Agreement (iii) implement appropriate technical and organizational security measures to ensure a level of security appropriate to the risks that are presented by the processing of Disqus Personal Data. In case of a personal data breach which affects Disqus Personal Data, Publisher will notify Licensor without undue delay after becoming aware of it, (iv) taking into account the nature of the processing, assist Licensor by appropriate technical and organizational measures insofar as it is possible to fulfill Licensor's obligations to respond to requests from data subjects exercising their rights; (v) taking into account the nature of the processing and the information available to Publisher, assist Licensor, at Licensor's cost, to ensure compliance with the obligations under applicable privacy law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (vi) upon termination of this Agreement or upon Licensor's request, destroy or return all Disqus Personal Data to Licensor (unless a law requires storage of the Disqus Personal Data), and (vii) make available to Licensor all information reasonably necessary to demonstrate compliance with the obligations laid down in this section and allow for and contribute to audits, including inspections, conducted by Licensor or an auditor mandated by Licensor. Licensor acknowledges and agrees that Publisher may retain its affiliates and other third parties as sub-processors (all together "Sub-Processors") in connection with the provision of the Services having imposed on such Sub-Processors the same data protection obligations as are imposed on Publisher under this Agreement. Publisher will be liable to Licensor for the performance of the Sub-Processors' obligations. Publisher will inform Licensor in advance of any changes concerning the addition or replacement of third party processors.
+THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DISQUS, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
+.3 _Cookies_. Licensor shall be permitted to drop or recognize a cookie on the visitors to the Applicable Sites for the purpose of collecting Disqus Personal Data relating to the visitor's activity and interaction with the Service, or content on the Applicable Sites, and information about the visitor's device ID, browser type, environmental or location information, or other similar information, as set forth in the Disqus privacy policy ("Disqus Cookie Data"). To the extent that Cookie Tracking is turned on, and subject to its compliance with applicable Privacy Laws (as defined below), Disqus will also cause third-party cookies to be served. Publishers may choose to turn off Cookie Tracking at any time, however, Publisher shall not be eligible to for Ad Revenue unless Cookie Tracking is turned on. Publisher further agrees that, to the extent Cookie Tracking is turned on, and to the extent required by Privacy Laws, the Applicable Sites contain a mechanism to obtain the user's consent for the collection of the Disqus Cookie Data for GDPR or other applicable legal purposes and a "Do Not Sell" button for California Consumer Privacy Act of 2018 ("CCPA") purposes.
+DISQUS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE DISQUS SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND DISQUS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DISQUS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL DISQUS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
+.4 _Compliance with Privacy Laws._ Both Licensor and Publisher shall comply fully with all applicable laws, rules, regulations, and government orders relating to data protection and data privacy, including, but not limited to, the GDPR, the CCPA (collectively "Privacy Laws"), and will only collect, use and disclose Disqus Personal Data collected through the Service and the Applicable Site(s) as set forth in this Agreement and in compliance with applicable Privacy Laws. Publisher will ensure that each of its Applicable Sites contains, a privacy policy that complies with all Privacy Laws and specifically (i) discloses the usage of third-party technology; and to the extent Cookie Tracking is turned on, the data collection and usage by Disqus; and (ii) contains a conspicuous live hyperlink to give users the ability to opt out of interest-based advertising through the Service. Publisher and Licensor agree to comply with the obligations set out in the Standard Contractual Clauses, which are incorporated herein by reference. "Standard Contractual Clauses" means the applicable module(s) of the European Commission's standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as set out in the Annex to Commission Implementing Decision (EU) 2021/914 ("Standard Contractual Clauses"). The Controller-to-Controller Standard Contractual Clauses shall apply in all cases where Disqus Personal Data that relates to residents of a Restricted Country (as defined below) is processed by Licensor. In particular, and without limiting the above obligations: (i) Publisher and Licensor agree that their respective obligations under the Standard Contractual Clauses shall be governed by the law(s) of the Member State(s) (or Switzerland or the United Kingdom) in which users are established; and (ii) the details of the appendices applicable to the Standard Contractual Clauses are set out in **Exhibit B** to the data processing agreement, which is incorporated herein by reference. "Restricted Country" means a member state of the European Economic Area, Argentina, Brazil, China, Costa Rica, Ghana, Hong Kong, Israel, Malaysia, Mexico, Morocco, Russia, Singapore, Switzerland, Tunisia, Turkey, the United Kingdom, or Uruguay.
+TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISQUS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL DISQUS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING GREATER THAN EITHER (A) THE AMOUNT YOU PAID TO DISQUS HEREUNDER OR (B) 1 DOLLAR.
+**5\. Intellectual Property.** Notwithstanding anything to the contrary in this agreement, all intellectual property rights (a) owned or licensed by a party before the date of this agreement and (b) created, developed or licensed by that party after the date of this Agreement independently of this Agreement shall continue to vest in that party or its licensors. Publisher acknowledges that all intellectual property rights in the Service (including any improvements, enhancements and modifications thereto), are Licensor's Confidential Information (as defined below) and any other software, data, or information provided or made available to Publisher under this Agreement (together the "Licensor's Intellectual Property") shall belong to Licensor and Publisher shall have no rights in or to Licensor's Intellectual Property other than the right to use it in accordance with the terms of this Agreement. Unless otherwise agreed to in writing, Publisher shall not remove or obscure any copyright, trademark or patent notice that appears on the Service.
+THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DISQUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
+**6\. Confidential Information**
+SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
+.1 _Confidential Information._ In connection with this Agreement, each party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other party ("Confidential Information"). Confidential Information means any non-public data or information, oral or written, that relates to a party, or any of its business activities, technology, developments, inventions, processes, trade secrets, know how, source code, plans, financial information, Publisher and supplier lists, forecasts, and projections. Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) can be documented as independently developed by a party without use of any Confidential Information of the other party; or (vi) is approved for release or disclosure by the disclosing party without restriction. Each party shall use reasonable measures to maintain the Confidential Information of the other party in confidence and shall not disclose, publish or copy any part of such Confidential Information, to any third party.Each party shall only use the Confidential Information of the other party for the purpose of this Agreement and shall limit disclosures to any employees on a strict need-to-know basis.Notwithstanding the foregoing, a party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable prior notice (if permissible) to the other party to contest such order or requirement.Upon request, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party.
+The Service is controlled and operated from its facilities in the United States. Disqus makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations.
+**7\. Representations and Warranties.**
+## Assignment
+.1 _Mutual Representations._ Each party represents and warrants to the other party that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (ii) the execution of this Agreement and the performance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound; and (iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.
+These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Disqus without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
+.2. _Licensor Representations._ Licensor makes the following ongoing representations and warranties: (i) that Licensor's software is not contaminated by harmful code (e.g., self-propagating program instructions commonly called viruses or worms); and (ii) that if Licensor's software contains any third party software, Licensor has all rights necessary to license such software.
+## Notification Procedures and Changes to Terms
+.3 _Publisher Representations._ Publisher represents and warrants to Licensor that: (i) it owns, operates, or controls all Applicable Sites; (ii) the Applicable Sites do not contain materials that infringe or violate any third party proprietary rights including, but not limited to, third party intellectual property rights, or materials that violate any applicable laws, rules, or regulations and Privacy Laws; and (iii) the Applicable Sites do not contain any harmful or disabling software code, including without limitation any virus, time-bomb or trojan horse.
+Disqus may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Disqus in our sole discretion. Disqus reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Disqus is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Disqus may, in its sole discretion, modify or update these Terms from time to time. When we change these Terms, we will update the 'last modified' date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to these Terms or to our Privacy Policy, please do not access or use the Service. We recommend that you review this page periodically.
+.4 _Disclaimer of Warranties._ except for the express warranties provided for herein, the service, and any support services are provided to Publisher "as is" and Licensor expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade. Licensor does not warrant that the service or any updates will meet Publisher's specific requirements or that the operation of the service or updates will be completely error-free or uninterrupted. Licensor shall not be liable to Publisher for any inoperability of the service or for any loss of information or other injury, damage or disruption of any kind.
+## Other
+**8\. Limitation of Liability.** IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE AND/OR UPDATE(S), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL LICENSOR'S CUMULATIVE LIABILITY TO THE OTHER EXCEED THE FEES PAID TO LICENSOR BY PUBLISHER DURING TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.
+Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Disqus, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state or federal courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
+**9.Indemnification**.
+Arbitration. In the unlikely event that Disqus has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Disqus claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") in Santa Clara County, California under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Disqus from seeking injunctive or other equitable relief from the courts as necessary to protect any of Disqus' proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DISQUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
+.1 _Licensor._ Licensor shall indemnify, defend and hold harmless Publisher and its affiliates, and their respective shareholders, officers, directors, employees, agents, successors and assigns from and against any and all third party claims for losses, liabilities, costs, expenses (including amounts paid in settlement and reasonable attorneys' fees and expenses), penalties, judgments and damages ("Losses") resulting from any claim by a third party that the Services or infringe or violate the intellectual property rights of any third party, provided, in each case, that Licensee is promptly notified in writing of the claim; (ii) Licensor has sole control of the defense and any negotiations for the settlement of such claim; and (iii) the indemnified party provides to Licensor, at Licensor's expense, with all reasonable assistance, information, and authority necessary to perform the above.Should the Services in Licensor's opinion, be likely to become, the subject of a claim of infringement, Licensor may, at its option and expense, either procure for Publisher the right to continue using the Services or replace or modify the Services or Work Product in order to make them non-infringing.
+General. Disqus and you are independent entities, and nothing in the Terms, or via use of the Services, will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Disqus and you. These Terms supersede any previous Terms of Service and represent the entire agreement between Disqus and you. If any provision of the Terms is adjudged to be illegal or unenforceable, the continuation in full force of the remainder of the Terms will not be prejudiced, and the illegal or unenforceable provision of the Terms shall be severed accordingly. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Disqus' failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
+.2 _Publisher._ Publisher agrees to indemnify, defend and hold harmless Licensor, its affiliates and their respective officers, directors, and employees from and against any and all Losses to the extent that such is based upon any third party claim in connection with (i) Publisher's breach of any of its representations or warranties made hereunder; (ii) Publisher's violation of any applicable laws, rules or regulations, including, but not limited to, any data protection and data privacy laws and regulations and industry association guidelines; or (iii) Publisher's violation of any third party intellectual property right.
+These Terms were first published and made effective on February 14th, 2017.
+**10\. Term and Termination**
+If you are an federal agency, your use is governed by the Amendment found [here](https://help.disqus.com/customer/portal/articles/2537842-amendment-to-disqus-terms-of-service-applicable-to-u-s-federal-government-users).
+.1 _Term._ This Agreement shall commence on the Effective Date and shall continue for an initial term of twelve (12) months following the Effective Date (the "Initial Term"). After the expiration of the Initial Term, this Agreement shall automatically renew for additional twelve (12) month periods unless either party gives not less than ninety (90) days' prior written notice of its intention not to renew (the initial term and any Renewal Term collectively referred to as the "Term").
+[Click here](https://help.disqus.com/customer/portal/articles/466259-privacy-policy) to view the Privacy Policy.
+.2 _Termination._ This Agreement shall terminate: (i) by a party thirty (30) business days after the other party's receipt of written notice that such party is in material breach of any of the terms or conditions set forth in this Agreement, unless such party cures such breach within said thirty (30) business days period or (ii) upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise, and same has not been discharged or terminated within ninety (90) days. Notwithstanding the foregoing, Licensor may immediately and without prior notice terminate or suspend Publisher's access to the Service in the event Licensor reasonably believes that continued Publisher access or storage may harm the Service, expose Licensor to liability or is necessary to comply with applicable law.
+.3 _Obligations Upon Termination._ Upon the effective date of expiration or termination of this Agreement for any reason, whether by Publisher or Licensor, Publisher's right to use the Service shall immediately cease. It is Publisher's sole responsibility to download Disqus Personal Data; Licensor has no obligation to make any data available to the Publisher following the date of termination. Publisher can request a copy of Disqus Personal Data from Licensor only for additional cost determined by Licensor. Licensor has the right to deny such request at its sole discretion. Promptly upon expiration or termination of this Agreement for any reason, Publisher shall pay any unpaid and outstanding Fees due to Licensor that have accrued as of the date of expiration or termination and Publisher shall return to Licensor, or certify the destruction of, all copies of the Licensor's Confidential Information.
+**11\. General Provisions**
+.1 _Severability and Waiver._ If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.The failure of either party to partially or fully exercise any rights or the waiver of either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.
+.2 _Independent Contractors._ Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.Publisher may not assign any of its rights or obligations under this Agreement to any other entity without the prior written consent of Licensor, which shall not be unreasonably withheld.
+.3 _Assignment._ Neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other; provided, however, that either party may assign its rights and obligations under this Agreement without the approval of the other party to any subsidiary or Affiliate or successor in connection with a merger, consolidation, sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the party to which this Agreement relates; provided, that in no event shall such assignment relieve such party of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
+.4 _Entire Agreement._ This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties on this subject matter and supersedes all prior negotiations, understandings and agreements between the parties concerning this subject matter. Neither Party will be bound by, and each party specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this agreement).No amendment or modification of this Agreement shall be made except by a writing signed by both parties.
+.5 _Survival._ The provisions of this Agreement, which by their nature are intended to survive after termination or expiration of this Agreement shall so survive the expiration or termination of this Agreement regardless of the reason or reasons therefore.
+.6 _Freedom of Action._ Either party is free to enter into similar agreements with others and may design, develop, manufacture, acquire or market competitive products or services. Either party may assign and re-assign its employees in any way it may choose and neither party is restricted in any way from hiring or soliciting employees of the other.
+.7 _Counterparts Acceptable._ This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
+.8 _Publicity._ Licensor shall be entitled, without prior consultation with or approval of the Publisher, to make press releases or other public disclosures with respect to this transaction. Publisher grants Licensor a non-exclusive license during the Term to use its name and trademarks in marketing materials, website or customer lists; provided, that Publisher has the right to notify Licensor in writing if it does not agree to any of the foregoing uses of its name and trademarks.
+.9 _Force Majeure._ Except for payment obligations, neither party shall be in breach of this Agreement or responsible for damages caused by delay or failure to perform, in full or in part, its obligations hereunder, provided that there is due diligence in attempted performance under the circumstances and that such delay or failure is due to fire, earthquake, unusually severe weather, strikes, government sanctioned embargo, flood, act of God, act of war or terrorism, act of any public authority or sovereign government, civil disorder, delay or destruction caused by public carrier, or any other circumstance substantially beyond the control of the party to be charged.
+.10 _Governing Law; Jurisdiction._ The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California and each party irrevocably submits to exclusive jurisdiction and venue in the courts located in Santa Clara County, California. The United Nations Convention on contracts for the International Sales of Goods shall not apply. The remedies under this Agreement shall be cumulative and not alternative and the election of one remedy for a breach shall not preclude pursuit of other remedies unless expressly provided otherwise in this Agreement. Licensor shall be entitled to collect its reasonable attorney's fees, costs and expenses in any action brought to seek amounts past due or to otherwise enforce rights hereunder.
+.11 _Notice._ All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by overnight courier) or three days after being mailed by registered or certified mail (postage prepaid, return receipt requested) or sent by email, and on the date the notice is sent when sent by verified facsimile or email, in each case to the respective Parties at the address first set forth hereto.