TERMS OF SERVICE AGREEMENT

IMPORTANT NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. This Terms of Service (“Agreement”) is a legal agreement between you (referred to herein as “you” or “your”) and Lisa Lindblad Travel Design, Inc. d/b/a Willing Foot (“Willing Foot”, “we”, “our”, or “us”) for access to and use of Willing Foot software, services and websites (referred to collectively as the “Services” and excluding any services provided to you by Willing Foot under a separate written agreement).

YOU MUST ACCEPT THIS TERMS OF SERVICE AGREEMENT BEFORE ACCESSING OR OTHERWISE USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT ACCESS OR USE THE SERVICES.

YOU REPRESENT THAT YOU ARE NOT A MINOR IN YOUR STATE OF RESIDENCE AND THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS.

1. The Services. The Services allow users to discover, learn about, customize and purchase a stylish package of travel, accommodations, and related items (“Modules”) via our website available at http://www.WillingFoot.com (the “Website”). In connection with the Services, Willing Foot acts as sales agent for travel service providers (e.g., airlines, hotels, cruise ships, car rental companies, and tour operators) providing travel-related services (“Suppliers”). Willing Foot maintains no control over Suppliers’ personnel or operations.

2. Use of Services by You.

A. As a condition of your use of the Services, you agree that (i) you will use the Services in accordance with this Agreement; (ii) you will only use the Services to make legitimate reservations for you or for another person for whom you are legally authorized to act and that you will inform such other persons about the terms and conditions that apply to the reservations you have made on their behalf, including all rules and restrictions applicable thereto; and (iii) all information supplied by you to Willing Foot will be true, accurate, current and complete. We retain the right at our sole discretion to deny access to anyone to this Website and the other Services we offer, at any time and for any reason, including, but not limited to, violation of this Agreement.

B. Your interactions with Suppliers and other third parties found on or through the Services, including payment and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Suppliers and other third parties. You agree that Willing Foot shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. Please note that, because we work so closely with individual guides and experts, we reserve the right to replace these individuals should it become absolutely necessary at any time during the planning of your itinerary and during your trip. Should you have any questions about Suppliers’ services, please let us know, and we will endeavor to assist you.

C. You acknowledge and agree that, subject to the disclaimer of warranties and limitation of liability set forth in this Agreement, your use of the Services, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under the control of Willing Foot or in anyway connected to the Services, shall be at your sole risk and responsibility and Willing Foot shall have no obligation to back-up such data, files, information and/or other materials. Willing Foot expressly reserves the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Services that Willing Foot deems, in its sole discretion, to be in violation of this Agreement and/or any local, state, or federal law or regulation.

D. You are solely responsible for (and Willing Foot has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which Willing Foot may suffer) of any such breach.

E. As a condition to purchase of any Module, you represent that you have read the schedule of activities for this Module and recognize and accept all risks related thereto.

3. Supplier Agreements; Supplier Rules and Restrictions. Agreements between you and Suppliers in connection with a Module (“Ancillary Agreements”) will also apply to you. Please read the additional terms and conditions of such Ancillary Agreements carefully. You agree to abide by the terms and conditions imposed by any Supplier in connection with a Module purchased by you, including, but not limited to, payment of all amounts when due and compliance with the Supplier’s rules and restrictions regarding availability and use of fares, products, or services. You acknowledge that some third-party providers offering certain services and/or activities may require you to sign their liability waiver prior to participating in the service and/or activity they offer. You understand that any violation of any such Ancillary Agreements or Supplier rules and restrictions may result in cancellation of your reservation(s), in your being denied access to the applicable travel product or services, in your forfeiting any monies paid for such reservation(s), and/or in our charging you for any costs we incur as a result of such violation (which charges you hereby agree to pay).

4. Purchases.

A.If you choose to purchase your proposed itinerary, payment in full will be due within 7 days of receiving final costing. If you need to cancel your trip for any reason, 75% of your payment is refundable up until 90 days prior to you departure. Cancellations made 90-30 days of departure are 50% refundable.  Within 30 days of departure you trip is non-refundable.  Monies during festive and other holidays are non refundable.

B. Change Fees. Once an itinerary is deemed finalized by Willing Foot, you agree to pay Willing Foot, and authorize Willing Foot to charge your credit card, a change fee of $100 each time your itinerary or travel arrangements are revised by us at your request.

5. Restrictions on Use of Services. The Content (as defined in Section 10A) (including, but not limited to, price and availability of travel services), as well as the infrastructure used to provide such Content and information, is proprietary to us or our licensors, Suppliers and providers. While you may make limited copies of your travel itinerary (and related documents) for travel or services booked through Willing Foot, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from Willing Foot or through this Website. You further agree that you will not:

(i) use the Services or Content for any commercial purposes;
(ii) make any speculative, false, or fraudulent reservation or any reservation in anticipation of demand;
(iii) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state and federal laws and regulations and international treaties;
(iv) use the Services for the distribution, housing, processing, propagation, storage, or otherwise handling in any way abusive, defamatory, harassing, libelous, lewd, libelous, obscene, pornographic, threatening, or tortuous material, or any false or misleading material, or any other material (including links to such material) that Willing Foot deems, in its sole discretion, to be objectionable whether or not such material is unlawful;
(v) permit or otherwise enable unauthorized users to access and/or use the Services;
(vi) use the Services to export software or data in violation of applicable U.S. laws or regulations;
(vii) sell, rent, lease, loan, distribute, transfer, sublicense, or otherwise permit any third party to use or have access to the Services for any purpose (except as expressly permitted by Willing Foot in writing), whether by timesharing, service bureau, networking or any other means;
(viii) remove any copyright, trademark, patent or other proprietary notices from the Services or any portion thereof;
(ix) distribute, publish, exhibit, or otherwise use the Services, or any portion thereof, in any manner and for any purpose not expressly permitted under this Agreement;
(x) frame or utilize framing techniques to enclose the Services, or any portion thereof;
(xi) exploit the Services or collect any data incorporated in the Services in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
(xii) post hyperlinks to commercial services or websites;
(xiii) impersonate any person or entity, including, but not limited to, a Willing Foot employee or an authorized representative of a Supplier, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(xiv) collect personal data about other users for commercial or unlawful purposes;
(xv) post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
(xvi) attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service; or
(xvii) post, e-mail or make available Content that that constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or commercial advertisement.
6. Provision of Services by Willing Foot. Willing Foot is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Willing Foot provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Willing Foot may decline to provide you access to the Services or stop (permanently or temporarily) providing the Services (or any features or programs within the Services) to you or to users generally at Willing Foot’s sole discretion, without liability or prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Willing Foot when you stop using the Services.

7. Access to Services; Reservation of Rights.

A. Willing Foot hereby gives you a personal, worldwide, non-assignable and non-exclusive right to access and use the Services in the manner and for the purposes expressly permitted by the Agreement. You agree not to copy, decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Services. You may not assign (or grant a sub-license of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services and any such attempt shall be null and void at the time of such attempt.

B. Willing Foot reserves all right, title and interest in and to the Services not expressly granted to you under this Agreement, including, without limitation, all patent rights, copyrights, trademarks, trade names, trade secrets, trade dress and other intellectual property and proprietary rights. There are no implied licenses under this Agreement.

8. Insurance. One way of limiting your financial risk in the event you cancel your travel plans between the time of booking and departure is to purchase travel protection insurance. Willing Foot offers travel protection insurance. If you are interested in learning more about Trip Cancellation Insurance, please contact us at info@willingfoot.com. Please note, Willing Foot is not liable for any lost, stolen, or damaged luggage. We urge you to obtain appropriate insurance to protect against such loss.

9. Passports and Visas. Documentation of citizenship status (such as a passport or visa) may be required for any travel outside the United States. If you are uncertain about what documentation is required for the trip you are planning, Willing Foot will be pleased to advise you of any requirements and of the procedure for obtaining any necessary documents. Willing Foot is not responsible for obtaining such documentation for you unless a separate written agreement is made for such service.

10. Content in the Services.

A. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to as the “Content”.

B. You acknowledge that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Willing Foot (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Willing Foot or by the owners of that Content, in writing.

C. Willing Foot reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.

D. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

E. You agree that you are solely responsible for (and that Willing Foot has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Willing Foot may suffer) by doing so.

11. Intellectual Property.

A. You acknowledge and agree that Willing Foot (or Willing Foot’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The Services include, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, all data, graphics, icons, images, logos, text, and the compilation of all content therein, and all service marks, trademarks, trade names, and trade dress depicted on the Services are owned by Willing Foot (or Willing Foot’s licensors).

B. Other than the limited license set forth in Section 12, Willing Foot acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Willing Foot, you agree that you are responsible for protecting and enforcing those rights and that Willing Foot has no obligation to do so on your behalf.

C. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.

D. You agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

12. Content License from you.

A. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Service. By submitting, posting or displaying the Content you give Willing Foot a worldwide, perpetual, irrevocable, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute and otherwise exploit any Content which you submit or post on or through the Services in any manner or media whatsoever, now known or hereafter developed.

B. In connection with Content you submit to Willing Foot, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Willing Foot to use such Content in the manner contemplated by the Services and these Terms of Service. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant Willing Foot all of the license rights granted herein.

C. You understand that Willing Foot, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Willing Foot to take these actions.

D. You confirm and warrant to Willing Foot that you have all the rights, power and authority necessary to grant the above license.

13. Copyright Agent. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Services; your address, telephone number, and e-mail address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Willing Foot actual knowledge of facts or circumstances from which infringing material or acts are evident. Willing Foot’s copyright agent for notice of claims of copyright infringement can be reached as follows:

Name: Elizabeth T. Lindblad
Address: 27 East 95th Street, #5W
Telephone: 212 876 2554
Email: lisa@lisalindblad.com

We suggest that you consult your legal advisor before filing a notice with Willing Foot’s copyright agent. You should note that there can be penalties for false claims under the DMCA.

14. Privacy Policy. For information about Willing Foot’s data protection practices, please read Willing Foot’s privacy policy at http://willingfoot.com/privacy-policy. This policy explains how Willing Foot treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with Willing Foot’s privacy policy.

15. Changes to Agreement. Willing Foot reserves the right to change, amend and/or modify this Agreement, in whole or in part, at any time with or without notice. You hereby acknowledge and agree that such changes, amendments and/or modifications will become effective when posted on the Services or as otherwise provided by Willing Foot. From time to time, Willing Foot may post on the Website or otherwise notify you of additional or different rules and policies relating to the Services. These rules and policies shall thereafter be part of this Agreement. If you use the Services after the posting or other notice of changes in this Agreement or changed rules or policies, you are agreeing to follow and be bound by them for such use.

16. NO WARRANTIES. THE SERVICES MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS. IN PARTICULAR, WILLING FOOT DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE HOTEL, AIR, CRUISE, CAR AND OTHER TRAVEL PRODUCTS DISPLAYED ON THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE PRICING, PHOTOGRAPHS, LIST OF HOTEL AMENITIES, GENERAL PRODUCT DESCRIPTIONS, ETC.), MUCH OF WHICH INFORMATION IS PROVIDED BY THE RESPECTIVE SUPPLIERS. IN ADDITION, WILLING FOOT EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON OUR WEBSITE AND/OR ON PENDING RESERVATIONS MADE UNDER AN INCORRECT PRICE.
HOTEL RATINGS AND DESCRIPTIONS INCLUDED IN THE SERVICES ARE INTENDED AS ONLY GENERAL GUIDELINES, AND WILLING FOOT DOES NOT GUARANTEE THE ACCURACY OF THE RATINGS OR DESCRIPTIONS. WILLING FOOT AND ITS RESPECTIVE SUPPLIERS MAKE NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES.
WILLING FOOT AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SERVICES FOR ANY PURPOSE. ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WILLING FOOT AND ITS RESPECTIVE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THIS WEBSITE, ITS SERVERS OR ANY EMAIL SENT FROM WILLING FOOT AND/OR ITS RESPECTIVE SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WILLING FOOT AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
THE CARRIERS, HOTELS AND OTHER SUPPLIERS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF WILLING FOOT. WILLING FOOT IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. WILLING FOOT HAS NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND ITS DIRECT CONTROL, AND IT HAS NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WILLING FOOT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

17. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WILLING FOOT, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER, EVEN IF WILLING FOOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICES PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICES FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER THE CONTROL OF WILLING FOOT OR IN ANY WAY CONNECTED TO THE WILLING FOOT SERVICES. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

18. Indemnification. You agree to release, indemnify and hold harmless Willing Foot, its Suppliers, and their respective directors, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including attorneys’ fees, with respect to your use or misuse of, or reliance upon, the Services or your violation of this Agreement or any law or rights of another or any Content you submit or make available through the Services. This section shall survive the termination of this Agreement.

19. Release. On behalf of yourself, your heirs, executors and administrators, you hereby release and hold harmless Willing Foot (and our officers, directors, members, managers, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your travel activities and any dispute with one or more Suppliers.

If you are a California resident, you waive California Civil Code 1542, which says:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

20. Term and Termination. This Agreement is effective until terminated by Willing Foot or you. Willing Foot shall have the right to terminate this Agreement including, without limitation, your right to access and use the Services, at any time in Willing Foot’s sole discretion and without advance notice to you. The licenses granted herein shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. Upon termination of this Agreement for any reason, you shall immediately cease using the Services. The provisions of this Agreement shall survive the termination of this Agreement to the extent necessary to effectuate their purposes.

21. Governing Law and Venue. This Agreement shall be governed by the laws of the State of New York without giving effect to conflict or choice of law principles, and the parties agree that any litigation between the parties arising under this Agreement or concerning the Services shall be conducted exclusively in state or federal courts located in the State and City of New York, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts. The parties agree that “United Nations Convention on Contracts for the International Sale of Goods” shall not apply to this Agreement.

22. Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.

23. No Assignment, Sublicense or Transfer. You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without prior written consent of Willing Foot. Any such attempted assignment, sublicense, or transfer will be null and void and Willing Foot, in its sole discretion, shall have the right to immediately terminate this Agreement.

24. Communications by Willing Foot. You agree that Willing Foot may communicate with you electronically. Such electronic communications may consist of e-mail or other notices posted on the Services. You agree that all agreements, notices, disclosures, and other communications Willing Foot sends to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.

25. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter and may be amended only in a writing signed by both parties. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. ANY TERMS AND CONDITIONS OF ANY PURCHASE ORDER OR OTHER DOCUMENT SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES THAT ARE IN ADDITION TO, DIFFERENT FROM, OR INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE NOT BINDING ON WILLING FOOT AND ARE INEFFECTIVE. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY WILLING FOOT TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.

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