CLOC Operations Professional Membership Agreement
Welcome to the Corporate Legal Operations Consortium! Please review these terms and conditions (“Terms and Conditions”) applicable to the Operations Professional Membership (“OPM”) set forth in this agreement (“Agreement”).
1. Parties & Participation in CLOC
- This Agreement is entered into by and between you andthe Corporate Legal Operations Consortium, Inc., a 501(c)(6), nonprofit trade association (referred to herein as "CLOC," "us," "our" and "we").
- The Terms and Conditions apply to your participation in CLOC, including but not limited to: your use of the CLOC email alias; the cloc.org Web site (including but not limited to the members only portion); any other Web site that we identify as a part of CLOC; any mobile versions of our websites; any apps that we offer; any content from our Web site that we offer; CLOC’s Linkedin Page; CLOC initiatives; any meetings and events CLOC holds; and any other interactions you have with CLOC (collectively “Community Services”).
- By accepting this Agreement and completing the registration process, upon CLOC accepting your application for an OPM, you will be a member of CLOC and you agree to the Terms and Conditions. As described below, any Member who breaches the Terms and Conditions may have their membership terminated or be banned permanently from using some or all of the Community Services.
- “CLOC Content” means Content, other than MGC, that CLOC makes available to Members or non-members in any form, at any time, and in any way, including but not limited to videos and presentations from CLOC’s annual Institutes and content identified as CLOC Content in the Document Library or elsewhere.
- “Content” means any tangible or intangible items, including but not limited to: documents, specifications, templates, guidelines, feedback, input, data, human readable and source computer code, photographs and videos ((including photographs and videos that include you), business methodologies and processes, policies, artwork, designs and the associated, rights, including but not limited to, Intellectual Property Rights, in all such tangible and intangible items.
- “CLOC Distributed Content” or “CDC” means all MGC and CLOC Content.
- "Intellectual Property Rights" means worldwide common law and statutory rights associated with (i) patents and patent applications; (ii) works of authorship, including mask work rights, copyrights, copyright applications, copyright registrations and "moral" rights; (iii) the protection of trade and industrial secrets and confidential information; (iv) other proprietary rights relating to intangible intellectual property (specifically excluding trademarks, trade names and service marks); (v) analogous rights to those set forth above; and (vi) divisions, continuations, renewals, reissuances and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.
- "Member(s)" means you (when you have accepted this Agreement and CLOC has accepted your Membership) and the other members of CLOC.
- "MGC" or "Member-Generated Content" means Content submitted by Member or provided to CLOC in any way, including but not limited to through Community Services, via email, or other any other mechanism or channel.
- "Moderators" means the individuals who host, moderate or supervise Community Services on behalf of CLOC, including our staff who participate in forums, host our blogs, manage aliases, lead initiatives, etc.
- “Personal Data” means any piece of information that is identifiable to a person or can identify a person either directly or indirectly.
The OPM term is one (1) year (“Term”). CLOC will send an OPM renewal notice prior to the expiration of a Term. You can renew your OPM for an additional one (1) year period (each a “Renewal Term”) under the then-current terms and conditions provided you meet the then-stated requirements for an OPM.
4. Member Benefits
- OPM entitles members to the Community Services for the Operations Professional membership category as set forth on the Membership Types page in the Membership Benefits section of the CLOC.org Web site. CLOC, in its sole and absolute discretion, may add or delete benefits from the Community Services at any time.
- CLOC reserves the right, in its sole and absolute discretion, to make changes at any time to this Agreement and other CLOC policies to comply with the law, including privacy and information protection laws. Changes will be effective when made and the updated Agreement (or applicable policy) is posted on the Membership Terms section of CLOC’s Web site; provided, however, that no change shall be applicable to any dispute between you and CLOC that arises prior to the time such change is effective.
- CLOC also reserves the right, in its sole and absolute discretion and at any time, to waive or modify any of the Terms and Conditions of this Agreement as they apply to a specific item of CDC or as they apply to a specific Member, without affecting the application of the Terms and Conditions to any other CDC or Members.
5. Membership & Requirements
- While content on the public-facing CLOC website is available to all visitors, CDC and participation in Community Services is generally only available to individuals who meet certain criteria and who sign up as Members, and different membership types come with different levels of access to CDC and benefits and require the Member meet certain requirements for each type of membership under specified Terms and Conditions.
- By accepting the Terms and Conditions and signing up as an Operations Professional Member you represent and warrant that you meet all of the requirements set forth below and agree that you will advise CLOC immediately if you no longer meet these requirements:
- You are employed (or are currently unemployed but were employed during the prior 18 months and are seeking employment) by a corporation in their legal department (you do not need to be an attorney to meet this requirement); and
- You manage or support the corporation’s legal operations function.
- Any Content you submit to us that does not require you to first become a Member is governed by this Agreement nonetheless. For example, if you submit items that would otherwise be "Visitor-Submitted Content" and governed by the terms of our Visitor Agreement, such Content will be governed by this Agreement instead. The Visitor Agreement does not apply to Members but only to other visitors to CLOC and its Community Services.
- Membership is subject to your timely payment of membership dues and any fees and your agreement to and compliance with this Agreement. Generally dues will be set forth on the Membership Benefits page of the CLOC.org Web site or in any notice or renewal notice.
- CLOC may increase OPM dues at any time effective at the beginning of the next OPM term.
- Membership applications are subject to review and approval by CLOC in its sole and absolute discretion.
6. Termination of Membership
- CLOC may, in its sole and absolute discretion, terminate your OPM if: you fail to pay dues or fees timely; or if you fail to abide by the Terms and Conditions of this Agreement; or if you fail to comply with the material terms of any CLOC policies, rules or requirements, including rules or requirements associated with attending any CLOC meeting or event.
- If we revoke your membership, you agree not to re-register as a Member of CLOC or participate in CLOC in any way, including as a guest or visitor. Furthermore, you acknowledge that we reserve the right to take action (technical, legal or otherwise) to block, nullify or deny your ability to submit MGC or participate in any CLOC events or initiatives. You understand that we may exercise this right in our sole and absolute discretion.
- If your membership is terminated or deactivated by CLOC, your username may be given to another Member without notice to you.
7. Member Identification and Use of Registration Data
- As part of the registration process, you must select a username and password. You agree to register only once using a single username. The information you supply during registration must be accurate and complete and you agree you will not (i) register on behalf of another person; (ii) register under the name of another person or under a fictional name or alias; (iii) choose a username that constitutes or suggests an impersonation of any other person (real or fictitious) or entity or that you are a representative of an entity when you are not, or that is offensive; (iv) choose a username for the purposes of deceiving or misleading our visitors and/or the Moderators as to your true identity; or (v) choose a username that incorporates a solicitation (e.g., yoursitedotcom, vendorname, iselllegalconsulting); (vi) choose a username that violates Section 10 of this Agreement.
8. Keeping Your Personal Information Private
- You are responsible for maintaining the confidentiality of your password. You are responsible for all usage and activity in the Community Services through your username and password, including use of your username and password by any third party. Your account is unique to you and may not be transferred to any third party. You should notify us of any known or suspected unauthorized use of your username and password.
- Members should be aware that disclosure via Community Services of your full name, street address or other personal information raises safety concerns and may result in solicitations from third parties or unwanted communications. We disclaim any responsibility or liability arising from your disclosure of such personal information, or any other information via Community Services.
9. Member Conduct
- We welcome all points of view on corporate legal operations matters. However, while many interactions with CLOC members via Community Services occur in cyberspace, everyday manners apply. Members must respect and interact with fellow Members as you would in any public arena. Civility and respect underlie the success of an on-line community; if you wish to take issue with statements of other Members or the Moderators, you must engage in a civil manner and not engage in name-calling. We want to maintain an inviting environment for all visitors, and disruptive conduct, such as off-topic comments in a topic-oriented discussion, is not allowed.
- You agree that Community Services may include areas for the exchange of information and advice.
- You may not include any email addresses or telephone numbers of any person or entity, including your own, in any MGC.
10. Profanity, Harassment and Other Inappropriate Conduct
- You will not submit MGC that is indecent, profane (including masked profanity where symbols, initials, intentional misspellings or other characters are used to suggest profane language), obscene, pornographic, abusive, threatening, misleading, illegal or defamatory, or any material that interferes with the ability of others to enjoy the Community Services. Community Services are a "G-rated" environments. Please use this as your guide when in doubt.
- You must not submit MGC that consists of or contains software viruses, political campaigning or commercial solicitation. You may not use a false e-mail address, impersonate any person or entity (including any other Member or Moderator), or otherwise mislead as to the origin of your MGC.
- You must not harass, threaten or embarrass other Members, including harassment or denigration based on age, gender, race, religion, national origin, sexual orientation or disability, marital status or veteran status, or the stalking of other Members ("Cyberstalking").
11. Illegal and Objectionable Activities
- You agree to not engage in any illegal activity in connection with your participation in CLOC or use of the Community Services.
12. Antitrust/Competition Representation & Acknowledgements
- Being a member of any association brings unique antitrust compliance requirements. CLOC members must comply with antitrust and competition laws at all times, including but not limited to Community Services, as well as engaging with each other at CLOC–hosted activities, CLOC’s annual Institute, group meetings, webcasts, seminars/sessions, interactions on CLOC’s Web site or members-only site and community platforms, social networking groups, and any other gatherings. It is your responsibility to avoid (and where you see others acting in such a manner, to discourage) inappropriate conversations or actions that could have anti-competitive effects or could constitute a restraint on trade. In discussing a topic, members may express an opinion, but must avoid collective agreements on how any particular issue/matter should be handled.
- You represent that you have read CLOC’s Antitrust Guidelines found at cloc.org (the “Antitrust Guidelines”) and acknowledge that you will abide by them and agree that any failure to abide by the Antitrust Guidelines constitutes a material breach of this agreement.
13. Promotions and Solicitations
- You agree that, except with our prior consent, you will not upload, post, email, transmit or otherwise use any Community Service to make or distribute unsolicited or unauthorized advertising, contests, sweepstakes, or promotional materials or implore others to take actions to further a personal purpose or that of an employer. You agree you will not use information received from CLOC via Community Services or otherwise to do any of the foregoing. You agree not to gather public email addresses from Member profiles for any purpose.
- If you describe a transaction or dealing with a corporate legal services provider, you may include the company name. However, please do not include telephone numbers, email addresses or other contact information of salespeople or any other individuals.
- You may include a link in MGC to another Web site when appropriate in the context of answering a question posed by another Member. The Moderators will remove any link they believe does not provide value to visitors.
14. License of MGC to CLOC
- You agree that, by submitting MGC to CLOC, you grant CLOC a non-exclusive, royalty-free, perpetual, irrevocable and fully assignable license to your Intellectual Property Rights to, in any fashion CLOC may choose (including, but not limited to, community source and/or open source licensing), use, reproduce, modify, adapt, publish, translate, edit, reformat, compile, create derivative works from, distribute, publically display, publically perform, demonstrate, market, disclose and provide to third parties that MGC throughout the world for any purpose, in any form and in any manner and on any media or via any electronic or other method now known or later discovered. You also grant CLOC: the non-exclusive right to sublicense the foregoing rights to third parties through multiple tiers of sublicensees or other licensing mechanisms at CLOC's option; the non-exclusive right to seek to enjoin or obtain damages from any third party from the unauthorized use or reproduction of your MGC; and the right to attribute your MGC to you. You waive any "moral rights" in your MGC.
15. License of MGC to Member
- Subject to the terms and conditions of this Agreement, CLOC grants you a non-exclusive, limited license to use, reproduce, modify, adapt, publish, translate, edit, reformat, compile, create derivative works from, publically display throughout the world, in any form and in any manner and on any media or via any electronic or other method now known or later discovered, the MGC, solely for the purpose of performing your job for the legal department for which you work in accordance with this Agreement.
- Subject to the terms and conditions of this Agreement, CLOC grants you a non-exclusive, limited license to view CLOC Content in the form of presentations and videos from annual CLOC Institutes made available to members with an OPM, solely for the purpose of performing your job for the legal department for which you work in accordance with this Agreement.
- You have no right to use the CDC for commercial or any other purpose not for the benefit of the legal department for which you work. You may not encumber or transfer the CDC, in whole or in part.
- CLOC does not grant any right, title or interest in or to any trademark, service mark, logo or trade name of CLOC or its licensors under this Agreement.
16. CLOC Management of MGC
- While we have no obligation to do so, we do monitor certain MGC. However, since not all of the areas that are monitored are done so on a "real time" basis, you may see MGC that violates this Agreement before we do. You agree to report such items by emailing firstname.lastname@example.org.
- We reserve the right to review all MGC and to remove, or to refuse to display, any MGC in our sole and absolute discretion and at any time. However, we also reserve the right in our sole and absolute discretion to display any MGC that is submitted to us (or to decline to remove any MGC), even if it violates this Agreement.
- We do not make any promises as to what actions we will or will not take with respect to any MGC, and no such promises should be inferred from either this Agreement or any communication by us.
- MGC posted by a Member to any CLOC supplier review part of the Community Services may be revised during the four hours after it is posted, but may not be revised or deleted by the Member after that time. Other MGC, including reviews of products or services, and related comments, may not be revised or deleted by Members.
- You understand that the MGC of the other Members is based on their individual opinion and experience, which may vary significantly from one person to the next. We do not endorse or guarantee the accuracy of any MGC, and you agree that we are not responsible for the accuracy of the MGC and will not be liable for any damages incurred as a result of the submission or use thereof.
17. Rights of Third Parties
- You may not submit MGC that infringes in any manner on the trademark or Intellectual Property Rights of any person or entity, or that contains any confidential or proprietary information of any person or entity, or that otherwise violates the legal rights of any person or entity. In certain areas of the Community Services, you may insert hyperlinks in your MGC to permit visitors to access copyrighted materials: however, except for quotes of reasonable length, you may not post such materials in the Community Services. You may not use the Community Services to distribute unauthorized Content, including but not limited to copyrighted material, such as photos, videos, artwork text, recordings, designs or computer programs.
- You may not submit MGC that contains personally identifiable information about other people, such as their phone number, street address or email address, or information about other people that could result in an invasion of their privacy or their harassment.
- You may not harvest or collect information about Members, including usernames, or use that information for the purpose of sending unsolicited communications. You may not use or provide to any person or entity, whether or not for a fee, any directory of or information regarding other Members.
18. Ideas Submitted to CLOC
- From time to time, we provide opportunities for Members and other visitors to submit ideas and improvements related to CLOC Web sites, Community Services, and other CLOC services and technologies, and you:
- Agree that: (1) your submission and your expression of your ideas and improvements automatically become the property of and owned by CLOC; (2) CLOC may use or redistribute your submission and its contents for any purpose and in any way and without any restrictions; (3) there is no obligation for CLOC to review any submission; (4) CLOC has no obligation to keep any submission confidential, and (5) CLOC shall have no obligation to you or contract with you, implied or otherwise.
- Grant to us and our designees a perpetual, irrevocable, fully assignable and sublicensable, non-exclusive fully-paid up and royalty free license to use any ideas, expression of ideas or other materials you submit (collectively, "Materials") to us, without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. The license shall include, without limitation, the irrevocable right to reproduce, publish, create prepare derivative works from, combine with other works, modify, alter, adapt, edit, reformat, translate, distribute copies, display, perform, provide to third parties, license the Materials, and all rights therein, in the name of CLOC or its designees in perpetuity in any and all media now or hereafter known.
- Grant to us the non-exclusive right to seek to enjoin and/or obtain damages from any third party from the unauthorized use or reproduction of the Materials, and you waive any "moral rights" in the Materials. The license shall also permit us and our designees to use portions of the Materials you submit, rerecord or modify any audio tracks, videos or visual images you provide, rewrite any Materials you submit, and/or incorporate other materials, either created by us and our designees or licensed from third parties, with the Materials you submit. Any such works shall be deemed Materials owned by us and shall not be subject to your approval or payment by us of any compensation to you.
- Agree that the Materials you submit: (i) are original to you, and (ii) do not violate and will not violate the rights of any third party or any local, state, national or foreign law, including any right of publicity, right of privacy or any other proprietary right.
- Acknowledge and agree that the relationship between you and CLOC is not a confidential, fiduciary, or other special relationship. We shall have the right, but not the obligation, to use your name, likeness, biography and other information about you in connection with any use of the Materials you submit.
- By making a submission, acknowledge and agree that we and our designees may create on our own or obtain many submissions that may be similar or identical to the Materials you submit through Forums or other channels and means. You hereby waive any and all claims you may have had, may have, and/or may have in the future, that the Materials accepted, reviewed and/or used by us and our designees may be similar to your Materials.
19. Member Reviews and Ratings of Service Providers
- CLOC Community Services may provide you with an opportunity to describe what your experience was like with a service provider and to comment on the experience of others.
- To facilitate the free flow of useful information about these businesses, we have established a number of "rules of the road" for posting in these areas. These policies and guidelines are, in some instances, different from those that apply to our other Community Services, and are as follows:
- Your review should describe what your experience was like, with facts and details. We do not publish reviews that do not provide information about the reviewer's personal experience. Reviews lacking sufficient detail concerning your experience may be rejected as unhelpful to CLOC visitors.
- You may not submit a review of your experience if you have been offered any payment or other incentive to do so, or if you have a personal relationship with the owner or any of the employees of the dealership.
- Your review must describe an experience that occurred within the past two years.
- While we ask that our visitors not post reviews and comments that are defamatory or otherwise inaccurate, and that they refrain from offensive personal descriptions or incivility, we do not remove a review or comment in response to allegations that it contains defamatory language or inaccuracies, or because it may be offensive to some people.
- While we do permit you to include your description of and frank opinion about your experience, we do not permit "name-calling" or the use of profanity.
- We do not permit the posting of ads or solicitations, HTML or links, or personal contact information (e.g., phone numbers, email addresses) for you or others.
- You may include the name of any salesperson or other individual with whom you dealt but, but not the sales person’s telephone number, email address or other contact information.
- Please note that after a review is submitted, it may not be revised or deleted, and we will not do so if requested. However, a reviewer has the ability to supplement a review by posting an update to it.
- A comment can be positive or negative, ask questions and/or provide supporting information. Please note that the guidelines set forth in this Agreement for the posting of reviews also apply to the posting of comments.
- Service providers and their representatives have the ability (if a member of CLOC) to comment on the reviews of their businesses. However any person associated with the business, either personally or professionally, must disclose that relationship in his or her comment.
- We have a policy of not posting a review that we know, or have reason to believe, is not a genuine reflection of a consumer's experience with a provider. We do not, however, remove a review in response to an allegation that it is not genuine unless we are presented with persuasive extrinsic evidence.
- We do not make any promises as to what actions we will or will not take on any review or comment, and no such promises should be inferred from either this Agreement or any communication by us.
- It is a violation of this Agreement for you to (i) create, submit or post any review on behalf of another person, (ii) create, submit or post any review that is not a bona fide reflection of your actual experience, or (iii) advise or induce anyone else to create or post, or to participate or assist anyone in the creation or posting of, any review that is not a bona fide reflection of the actual experience of the person submitting that review. Anyone who violates the foregoing prohibition will be subject to legal recourse by CLOC, including claims for damages and/or for indemnification as provided below.
20.. Your Use of our Trade Names
- You understand that you may use our "Trade Names" solely for the purposes of identifying your membership in CLOC and for no other purpose. Our Trade Names include “Corporate Legal Operations Consortium,” “Corporate Legal Operations Consortium, Inc.” "CLOC," "CLOC.org," and all variants of those names. You acknowledge that we own and reserve all right, title and interest in and to our Trade Names, and that we reserve the right to disapprove any use by you or by others of our Trade Names. You agree that if requested by us, you will promptly terminate all use of any of our Trade Names, and that we may so request if any use of any of our Trade Names is not in accordance with the terms of this Agreement, does not meet the high standards of quality established by CLOC with respect to the use of our Trade Names, or would expose CLOC to any risk of liability or loss.
- You agree not to (i) take any actions that would adversely affect our rights in our Trade Names, or (ii) file any application or other document with any governmental authority to register any corporate name, trade name, trademark, service mark, certification mark, collective mark or other similar designation that includes any of our Trade Names or any confusingly similar names, or (iii) take any other action that is inconsistent with our rights in our Trade Names (or aid or abet any third person in doing so).
21. Community Services Advertisements and Communications
You understand and agree that the Community Services may include advertisements, and that these advertisements are necessary for us to provide the Community Services. You also understand and agree that we may send you certain communications in connection with the Community Services, such as service announcements and administrative messages, and that you will not be able to opt out of receiving those communications, and that we may send you copies of any periodic newsletters or similar informative communications we send to Members generally (but you will have the opportunity to opt out of receiving future issues at any time).
22. Availability of Community Services
- While we make reasonable efforts to ensure that the Community Services are available at all times, we do not guarantee that the Community Services will be uninterrupted or error-free, and we do not guarantee that Members will be able to access or use all the Community Services or all of their features at all times.
- We may change, suspend or discontinue any (or all) Community Services, or any of their features, at any time. We may also impose limits on the use of or access to certain features or portions of the Community Services, or restrict your access to any part or all of the Community Services without notice to you or liability to us.
23. Community Security; Violations of Law
- Violations of system and network security are prohibited, and may result in criminal and civil liability. Examples of system and network security violations include the following:
- Any automated use of the system;
- Use of software that allows your account to stay logged on while you are not actively using the account
- Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without the express authorization of the owner of the system or network.
- We may investigate incidents involving such violations, any violations of this Agreement that may constitute or have the potential to constitute violations of law, and any activity by Members of CLOC that constitute or may constitute violations of law. You understand that we may report any such activity to, and cooperate with, law enforcement, with or without receipt by us of a subpoena or other legal process.
24. Representations and Warranties
You represent and warrant to us that all of the information provided by you to us to register as a Member and participate in the Community Services is correct and current; and that you have all necessary right, power and authority to enter into this Agreement, to perform the acts required of you hereunder, and to submit your MGC in accordance with the requirements of this Agreement.
25. Disclaimers & Limitation of Liability
- COMMUNITY SERVICES, CDC AND ANY OTHER SERVICES PROVIDED BY CLOC (“DELIVERABLES”) ARE PROVIDED “AS IS” AND CLOC PROVIDES NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS WITH RESPECT TO DELIVERABLES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. FURTHERMORE: (a) MEMBER’S USE OF DELIVERABLES, AND MEMBER’S RELIANCE THEREON, IS AT MEMBER’S OWN RISK; (c) CLOC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- UNDER NO CIRCUMSTANCES SHALL CLOC BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM, OR ARISE OUT OF MEMBER’S MEMBERSHIP IN CLOC OR WITH RESPECT TO DELIVERABLES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CLOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- CLOC’S MAXIMUM LIABILITY TO ANY MEMBER SHALL BE 5 TIMES (5X) THE AMOUNT OF THE MEMBERSHIP DUES PAID BY MEMBER TO CLOC IN THE TWELVE MONTHS PRECEDING THE MEMBER’S CAUSE OF ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CLOC’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY THE JURISDICTION.
26. Damages; Indemnification
You agree that you will be responsible for any damages resulting from any breach of this Agreement. You further agree to indemnify and hold CLOC and our affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or any breach of any representation or warranty made by you in this Agreement, or any violation of any law or the rights of a third party (including any right of publicity, right of privacy, intellectual property right, or any other proprietary right) that occurs in connection with this Agreement.
27. Choice of Law and Forum; Attorneys' Fees
This Agreement and the rights of the parties herein shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. You agree that, unless expressly waived by us or we bring an action in a different jurisdiction, the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement, the Community Services, or your or any Member's use of or participation in the Community Services shall be in the state or federal courts located in the County of Santa Clara, State of California, and you further (i) agree not to file or bring any claim or action in a different jurisdiction, and (ii) agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You also agree that in the event of any action to enforce or interpret this Agreement, the prevailing party is entitled to collect its reasonable attorney fees.
- Any modifications to this Agreement must be made in a writing executed by both parties. Any notices to the CLOC must be sent to Corporate Legal Operations Consortium, Inc., P.O. Box 32123, San Jose, CA 95152, USA, attention: Community Services, with a copy to Legal Department, sent via first class or air mail or overnight courier. Any unenforceable provision of this Agreement shall be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full effect.
- If any provision of this Agreement shall be deemed invalid, void or for any other reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the balance of this Agreement.