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Terms and Conditions

Last Modified: August 1, 2014

The following are terms of a legal agreement between you ("you" or "your") and Okuma America Corporation [and its affiliated companies] ("Okuma,” “we,” or “our”) governing access to and use of the website, www.okuma.com (the “Site”), and the Okuma App Store (the “Store”) (collectively, the “Service”). Through the Service, you may have access to a variety of resources and content. These include: (a) web-based and mobile software applications, together with any accompanying materials (each an “Application” and, collectively, "Applications"); (b) web pages; data; messages; text; images; photographs; graphics; audio and video, such as podcasts and webcasts; and Okuma documents, such as press releases, white papers and product data sheets ("Materials"); and (c) forums, discussion groups, chat areas, bulletin boards, blogs, e-mail functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as defined below) ("Communication Services"). Applications, Materials, Community Services, and other information, content and services available on or through the Service are collectively referred to herein as the “Content.”

1. Acceptance of Terms

Your access to and use of the Service and the Content available on or through the Service is subject to the terms and conditions set forth below (the "Terms and Conditions") and all applicable laws. Also set forth below is our policy with respect to the privacy of information we obtain through your use of the Services (the "Privacy Policy"). By accessing or using the Service or the Content provided on or through the Service, you accept, without limitation or qualification, the Terms and Conditions and the Privacy Policy. If you are accessing or using the Service or any Content available on or through the Service on behalf of your employer or as a consultant or agent of a third party (collectively “your Company”), you represent and warrant that you have the authority to act on behalf of and bind your Company to these Terms and Conditions and everywhere in Terms and Conditions that refers to “you” or “your” shall also include your Company.

2. Additional Terms

Some areas of the Service and certain Content available on or through the Service may have additional rules, guidelines, license agreements, user agreements or other terms and conditions that apply to your access or use of that specific area of the Service or Content (including terms and conditions applicable to a corporation or other organization and its users). If there is a conflict or inconsistency between these Terms and Conditions and the rules, guidelines, license agreement, user agreement or other terms and conditions for a specific area of the Service or Content, the latter shall have precedence with respect to your access and use of that area of the Service or Content.

3. Changes to the Terms and Conditions

Okuma may, from time to time, change these Terms and Conditions, including the Privacy Policy. Such revisions shall be effective immediately; provided however, for users of the Service or Content prior to the “Last Modified Date” provided above, such revision shall, unless otherwise stated, be effective 30 days after posting. We will endeavor to post prior versions of the Terms of Use, if any, for the preceding 12-month period at the following link: www.myokuma.com/prior-terms-and-conditions.

4. Ownership

The Service and the Content available on or through the Service, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Content may violate such laws and these Terms and Conditions. Except as expressly provided herein, Okuma does not grant any express or implied rights to access or use the Service and/or any Content available on or through the Service. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Service, the Content, or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Service.

5. Use of Application

Applications made available on or through the Service are licensed, not sold, to you. Your use of an Application will be governed by the terms and conditions of an end user license agreement between you and the provider of the Application (the “Application Provider”). The end user license agreement for an Application (the “EULA”) includes the terms set forth below (the "Standard EULA") and any additional end user license terms included in the Application (the "Provider EULA"). If there is a conflict between the Standard EULA and the Provider EULA, the Standard EULA will control. If you do not want to comply with the EULA for an Application, you must not access or use that Application. Okuma is not a party to the EULA for any Application (unless Okuma is the Application Provider of that Application).

The Standard EULA includes the following end user license terms, and if the Application does not include a Provider EULA, these terms will constitute the entire EULA between you and the Provider: (i) The Provider is the licensor of the Application. (ii) If the Application does not include a Provider EULA that specifies Application license rights, Application Provider grants you a limited, nontransferable license to download and use the Application only for your personal and noncommercial purposes. (iii) Any information that Application Provider collects from you or your device will be subject to any Provider EULA, privacy notice, or similar terms that the Application Provider provides to you, and will not be subject to the Okuma Privacy Policy. (iv) You may not modify, reverse engineer, decompile or disassemble the Application in whole or in part, or create any derivative works from or sublicense any rights in the Application, unless otherwise expressly authorized in writing by Application Provider. (v) The Application is protected by copyright and other intellectual property laws and treaties. Unless otherwise expressly stated in the Provider EULA, Application Provider or its licensors own all title, copyright and other intellectual property rights in the Application, and the Application is licensed, not sold. (vi) You acknowledge and agree that Okuma has no responsibility or liability with respect to your use of the Application or any content or functionality in the Application.

The Application is made available solely for use by end users according to the terms set forth in the EULA and these Terms and Conditions. Any reproduction or redistribution of the Application not in accordance the EULA and/or these Terms and Conditions is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE APPLICATION TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE PROVIDER EULA ACCOMPANYING SUCH APPLICATION.

The Application is warranted, if at all, only according to the terms of the Provider EULA. Okuma hereby disclaims all warranties and conditions with regard to the Application, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.

Okuma, at its discretion, may make available future upgrades or updates to the Application. The terms of the EULA and these Terms and Conditions will govern any Application upgrades or updates provided by Okuma to the original Application product, unless such upgrade or update is accompanied by a separate license in which case you agree that the terms of that license will govern such upgrade or update.

You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law.

6. Use of Materials

You may download, store, display on your computer, view, listen to, play and print Materials that Okuma publishes or broadcasts on the Service or makes available for download on or through the Service subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be modified or altered in any way; and (c) the Materials may not be redistributed.

Materials specified above do not include the design or layout of the Service. Elements of the Service are protected by trade dress, copyright, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Service may be copied or retransmitted unless expressly permitted by Okuma.

OKUMA AND/OR ITS AFFILIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. OKUMA AND/OR ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL OKUMA OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE, OR ANY INFORMATION AVAILABLE THEREIN.

7. Use of Communication Services

You agree to use the Communication Services only to post, send and receive Content that is proper and, when applicable, related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

• Upload, post, e-mail, transmit or otherwise make available any unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, libelous, obscene, profane, pornographic or other inappropriate information of any kind, or any material that may constitute or encourage any illegal or improper act which might give rise to any civil liability or criminal offense, or otherwise violate any state, federal, local or international law.

• Upload, post, email, transmit, or otherwise make available any material which infringes the copyright, intellectual property rights, or privacy or publicity rights of any other party.

• Share any confidential or proprietary information which you do not have the right to share under any law or under any contractual or fiduciary relationships.

• Upload, post, email, transmit, or otherwise make available any material which contains a virus, code, file, program or other components designed to limit, interrupt, destroy or interfere with the functionality of any computer or telecommunications equipment, product or service, including, without limitation, the Service or any Content available on or through the Service.

• Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, whether commercial or otherwise.

8. Reservation of Rights

Except as otherwise provided on the Service, all rights, title and interest (including all copyrights, trademarks and other intellectual property rights) in this Service and in the Content provided on or through the Service belong to Okuma or its licensors. Except as expressly provided above, nothing on the Service shall be construed as conferring any license or right under copyright, trademark or other intellectual property rights.

All Content is provided on an "As Is" and "As Available" basis, and Okuma reserves the right to terminate the permissions granted to you in Sections 5, 6 and 7 above and your use of the Service and any Content available thereon at any time.

9. Registration

You may be given the opportunity to create and register a user account (your “Account”) that you may use to receive information from Okuma and/or participate in certain features and functionalities of the Service, including access to or use of the Content. By registering, you represent, warrant and otherwise fully confirm to Okuma that all information that you provide is complete, current and otherwise accurate. Okuma may rely on the information you provide, including any user ID or passwords you create, to identify you and your activity, and you must promptly update and otherwise maintain your information to keep your Account current at all times. You agree that Okuma may use the information you provide for any purpose, so long as such use does not violate the Privacy Policy.

If you create or are issued a user ID, password or other credentials (your “Account Credentials”) to access or use the Service or any Content available on or through the Service, you agree that your Account Credentials cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your Account Credentials and for any activity in connection with your Account. Okuma will not be liable for any action that occurs as a result of your failure to maintain the confidentiality of Your Account information.

If you believe that your Account Credentials have been lost or stolen or that someone may attempt to use them to access the Service or Content, you must notify Okuma at once at [address].

10. User Content

You acknowledge that you are responsible for any Content you may post, submit or upload or otherwise make available ("Share") on or through the Service, including any materials that you post or upload that are publicly accessible to users of the Service and any information you upload in connection with your use of any products, services, or Applications made available via the Service (collectively, 'User Content').

By Sharing User Content, you grant Okuma an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display User Content throughout the world in any media. This includes, without limitation, the right to incorporate or implement the User Content into any Okuma product or service, and to display, market, sublicense and distribute the Content as incorporated or embedded in any product or service distributed or offered by Okuma without compensation to you. You further agree that Okuma and its affiliates are free to use any ideas, concepts, know-how that you or individuals acting on your behalf provide to Okuma or its affiliates.

You agree that you will neither use the Service in a manner, nor Share any Content, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another's rights, including intellectual property rights; (g) you do not have the right and authority to Share and grant the necessary rights and licenses for; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of the Service or any Content available thereon, or to mine, harvest or collect personally information about visitors or users of the Service. Okuma may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.

By Sharing User Content, you represent and warrant that you own, control, or are authorized to exercise all of the rights to the User Content including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the User Content; that User Content is accurate and up to date; that User Content is free from any malicious or predatory code; that posting, submitting or uploading the content to or through the Service does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify Service and its affiliates for all third party claims resulting from such content.

11. Monitoring

Okuma has no obligation to monitor the Service or screen Content that is Shared on or through the Service. However, Okuma reserves the right to review the Service and Content and to monitor all use of and activity on the Service, and to remove or choose not to make available on or through the Service any Content in its sole discretion. Okuma may remove Content that is confidential or proprietary to a third party without that third party's permission.

Although Okuma may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and other information or material that users may post on the Service, Okuma is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the Service.

12. Mobile Devices

If permitted or available or through the applicable Service to (a) download or upload Content via your mobile device or tablet and/or (b) to access certain features of the Service through a mobile application you have downloaded and installed on your mobile device and/or tablet (collectively the "Mobile Services"), you must have a mobile communications subscription (or have the consent of the applicable subscriber) with a participating carrier or otherwise have access to a mobile communications network for which Okuma makes the Service and the Content on or through the Service available, as well as any carrier services necessary to download content, and pay any service fees associated with any such access. In addition, you must provide all equipment and software necessary to connect to the Service and the Content, including, but not limited to, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Service and the Content. You are responsible for ensuring that your equipment and/or software does not disturb or interfere with Okuma’s Service or any of its Content. If any upgrade in or to the Service or the Service requires changes in your equipment or software (including the operating system for your Device), you must effect these changes at your own expense.

13. Third Party Materials

Certain Content available on or through the Service, including any web-based and mobile applications, may include materials from third parties. Okuma may also provide links to third-party websites as a convenience to you on or through the Service. You agree that Okuma is not responsible for examining or evaluating the content or accuracy and Okuma does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Okuma is not in any way responsible for any such use by you.

14. No Unlawful or Prohibited Use

You agree not to use the Service or any Content provided on or through the Service for any purpose that is unlawful or prohibited by these Terms of Use or the rules, guidelines or terms of use posted for a specific area of the Service or Content provided on or through the Service.

15. Termination of Use

Okuma may, in its sole discretion, at any time discontinue providing or limit access to the Service, any areas of the Service, or any Content provided on or through the Service. You agree that Okuma may, in its sole discretion, at any time, terminate or limit your access to, or use of, the Service or any Content available on or through the Service. Without limiting the foregoing, Okuma may terminate or limit your access to or use of the Service on any Content available thereon if Okuma determines, in its sole discretion, that you have infringed the copyrights of a third party. You agree that Okuma shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Service or any Content, including Content that you may have Shared.

16. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION

Your access to and/or use of the Service and any Content available on or through the Service is at your own risk. Neither Okuma nor any other party involved in creating, producing, or delivering the Service is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the Service, including access to or use of any Content available thereon. WITHOUT LIMITING THE FOREGOING, THE SERVICE AND ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE IS OFFERED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Okuma also assumes no responsibility, and shall not be liable for any damages due to computer viruses that may infect your computer equipment or other property on account of your access to or use of the Service, or any Content available thereon.

IN NO EVENT SHALL OKUMA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE, PROVISION OF, OR FAILURE TO PROVIDE, THE SERVICE, CONTENT, OR ANY INFORMATION AVAILABLE ON OR RELATED TO THE SERVICE OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OKUMA'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

17. WAIVER AND INDEMNITY

BY USING THE SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD OKUMA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR ACCESS TO OR USE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE, INCLUDING ANY INFORMATION AVAILABLE THEREIN, OR ANY ACTION TAKEN BY OKUMA AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM OKUMA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF OKUMA'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

18. Privacy Policy

By accessing or using the Service or any Content available thereon, except as otherwise provided herein, you are consenting to the processing of your data by Okuma and consenting to our Privacy Policy, available at www.myokuma.com/privacy-policy.

19. DMCA Takedown Notices

Okuma respects the copyrights of others. If you believe in good faith that Content available on or through the Service infringe your copyright, you (or your agent) may send us a written notice that includes the following information. Please note that we will not process your complaint if it isn't properly filled out or if the complaint is incomplete:

1. A clear identification of the copyrighted work you claim was infringed.

2. A clear identification of the material you claim is infringing the copyrighted work, and information that will allow us to locate that material on the Service, such as a link to the infringing material.

3. Your contact information so that we can reply to your complaint, preferably including an email address and telephone number.

4. A statement that you have a "good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law."

5. A statement that "the information in the notification is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

6. The notice must be signed by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices with respect to this Service should be sent to us by email to info@okuma.com with the subject line “DMCA Notice” for the fastest resolution.

You may also send us your notice using the contact information below:

Okuma America Corporation
11900 Westhall Dr.
Charlotte, NC  28278
info@okuma.com

OR you may fax it to: (704) 588-6503, Attn: Marketing Department

We will review and address all notices that comply with the requirements above. If we remove or disable access in response to such a notice, we may notify the provider of the affected content so that he or she can make a counter notification.

If you believe that content that you made available on or through the Service was mistakenly removed due to a false claim of copyright infringement, then you can submit a DMCA Counter-Notice. When we receive a properly completed counter notification, we will forward it to the complaining rights owner. In the U.S., the DMCA allows us to restore your content if the rights owner does not file a court action against you within 10 business days of receiving the copy of your counter-notice.

To file a counter notification with us, you must provide a written communication by fax or regular mail that sets forth the items specified below. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that content is not infringing the copyrights of others. If you are not sure whether certain material infringes the copyrights of others, then we suggest that you first seek legal counsel.

To expedite our ability to process your counter notification, please send us your notification using the following format:

1. Identify the specific content that was removed or disabled by mistake. Indicate where that content appeared on Okuma’s Service or in the Content available thereon. Please provide the URL address if possible.

2. Provide your name, mailing address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for the judicial district of North Carolina, and that you will accept service of process from the party who reported your content, or that party’s agent.

3. Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the content identified above was removed or disabled as a result of a mistake or misidentification.”

4. Sign the paper.

5. Send the written communication to the following address:

   Okuma America Corporation

   11900 Westhall Dr.

   Charlotte, NC  28278

   info@okuma.com

   OR you may fax it to: (704) 588-6503, Attn: Marketing Department.

20. Trademark and Copyright Notice

Okuma and Thinc are the registered trademarks of Okuma, and other Okuma product names, service names, slogans, or logos referenced in or on the Service are trademarks or registered trademarks of Okuma. All other company, product or service names referenced in or on this Service are used for identification purposes only and may be trademarks or registered trademarks of their respective owners. All Contents Copyright © 2014, Okuma America Corporation. All rights reserved.

21. Applicable Laws

These Terms and Conditions are governed by the laws of New York without respect to its conflict of laws provisions. You expressly agree that any claim or action arising out of or relating to these Terms and Conditions, or your access to or use of the Service or any Content available thereon, shall be filed only in the state or federal courts located in Mecklenburg County, North Carolina, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

22. Waiver and Severability

If any provision of these Terms and Conditions are held to be illegal, invalid, or unenforceable by a competent court, then the provision will be performed and enforced to the maximum extent permitted by law, and the remaining provisions of these Terms and Conditions will continue to remain in full force and effect.

Without limiting the foregoing, the provisions of the intellectual property and the disclaimer of warranty, limitation of liability and indemnification sections will survive the termination or expiration of these Terms and Conditions or the termination of the Service's operation. Failure by us to act on or enforce any provision of these Terms and Conditions shall not be construed as a waiver of that provision or any other provision in these Terms and Conditions. No waiver shall be effective against Okuma or are affiliates unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

The section headings in these Terms and Conditions are included for convenience only and will take no part in the interpretation or construction of this Agreement.