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Terms of Use
Welcome to our platform! We are Chainpass Inc dba Cymbal, a Delaware corporation, (“Cymbal”, “We”, Us” or possessively “Our”). We have developed a platform, including Our homepage located at cymbal.co (“Homepage”), and the services and information available through Our platform (collectively, “Platform”) as a place where a user can browse Our Homepage (“Visitor”) and/or sign up for an account (“Account”) and purchase or seek to purchase (“Ticket Purchaser”) digital tickets containing an invisible and dynamic code (Tickets”) to certain Organizer events (“Events'”). As used herein, “Organizer” means the individual or entity accessing and using Our Platform in connection with an Organizer's Event, including without limitation, an artist or his or her manager, booking agent or label, a producer or promoter of the Event, or a venue where the Event is to take place.
These Terms of Use (“Terms” or “TOU”) apply to all users of Our Platform. The person or entity agreeing to these Terms, the entity for which it does so and all persons or entities that any of the foregoing permit to use and access Our Platform may be referred to herein, individually as “You” or possessively, “Your”.
PLEASE READ TERMS CAREFULLY BEFORE ACCESSING OR USING ANY PART OF OUR PLATFORM AS THESE TERMS GOVERN YOUR ACCESS TO AND USE OF OUR PLATFORM. WE ONLY PERMIT YOU TO ACCESS AND USE OUR PLATFORM ON THE CONDITION THAT YOU ACCEPT THESE TERMS, INCLUDING OUR PRIVACY POLICY LOCATED AT cymbal.co/privacy (“PRIVACY POLICY”) AND OUR PURCHASE TERMS LOCATED AT cymbal.co/purchase-terms (“PURCHASE TERMS”), EACH OF WHICH IS INCORPORATED HEREIN BY REFERENCE. IF FOR ANY REASON, YOU ARE UNABLE OR UNWILLING TO AGREE TO ALL THESE TERMS, PLEASE IMMEDIATELY STOP ACCESSING AND/OR USING OR ATTEMPTING TO ACCESS AND/OR USE OUR PLATFORM. YOU AGREE THAT IF YOU CONTINUE TO ACCESS AND/OR USE OUR PLATFORM, YOU WILL BE AGREEING TO AND ACCEPTING EVERYTHING CONTAINED WITHIN THESE TERMS. WE MAY MAKE CHANGES TO THESE TERMS FROM TIME TO TIME. WHEN WE DO, WE WILL REVISE THE “LAST UPDATED” DATE GIVEN ABOVE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS FREQUENTLY AND TO REMAIN INFORMED OF ANY CHANGES TO THEM. THE THEN-CURRENT VERSION OF THESE TERMS WILL SUPERSEDE ALL EARLIER VERSIONS.
1. License Grant
Subject to these Terms, We grant You a limited, non-exclusive, non-transferable license to access and use, if You are a Visitor, only Our Homepage, and if You are a Ticket Purchaser, Our Platform through Your Account, each use only for Your internal use and not for resale or further distribution of Our Platform and/or the Tickets. Your Account is a part of Our Platform. Your right to access and/or use Our Platform and/or the Tickets are limited by all terms and conditions set forth in these Terms, including the Privacy Policy, the Purchase Terms and any additional terms and conditions that may be imposed by an Organizer for one or more of its Events. Except for Your pre-existing rights and the limited and conditional license granted to You herein, We and Our suppliers and licensors retain all right, title and interest in and to Our Platform, the Tickets and the technology inherent therein, including all related intellectual property, including United States copyright law and international treaties.
2. Access to Our Platform
We do not provide You with the equipment to access Our Platform. You are responsible for all fees charged by third parties related to Your access and use of Our Platform (e.g., charges by Internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of Our Platform without notice. We will not be liable to You or to any third party for any modification, suspension, or discontinuance of all or any portion of Our Platform. We also reserve the right, in Our sole discretion, to restrict, suspend, or terminate Your access to Our Platform at any time, for any or no reason, with or without prior notice, and without liability.
3. Account Credentials
In order to access and use Our Platform, Ticket Purchasers will need to create an Account and We will provide You with a dashboard that accesses Our Platform. Your user ID will be Your mobile phone number which will be verified through an email or text message (collectively “Account Credentials”). You will provide a valid payment card for Your Account which will be captured by Our payment processor provider (“Payment Processor”). We will have no access to Your payment card information and all payment transactions shall be between You and the Payment Processor. Cymbal is the merchant of record. You are responsible for all activity in or under Your Account.
4. Restrictions
You must comply with all applicable laws, rules and regulations (“Applicable Laws”) when using Our Platform. Except as may be expressly permitted by Applicable Laws, You will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other Content made available on the Platform (collectively,“ Platform Content”) or compile or collect any Platform Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use Our Platform or to store, copy, modify, distribute, or resell any Platform Content; (iii) rent, lease, or sublicense Your access and /or use of any of the Platform and/or Platform Content to another person; (iv) use any of the Platform or Platform Content for any purpose except for Your own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of any of the Platform; (vi) use any of the Platform in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Platform; (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Platform or any Platform Content, or (viii) frame or mirror any portion of Our platform or Platform Content. As used in these Terms, “Content” means text, images, video, audio (including, without limitation, music used in time relation with text, images, or video), and other data, products, services, advertisements, promotions, URLs, keywords and other navigational elements, links, pointers, technology and software, including any modifications, upgrades, updates, enhancements and related documents.
In addition to the terms and conditions in Purchase Terms, You will not:
- Restrict or inhibit any other person from using Our Platform.
- Use Our Platform for any unlawful purpose.
- Impersonate any person or entity, whether actual or fictitious, including any of Our employees or representatives.
- Engage in spamming or flooding.
- Harvest or collect information about Users.
5. Privacy Policy
Our privacy policy is located at cymbal.co/privacy and incorporated herein by reference. We and each Organizer agree to comply with Our Privacy Policy. Your use of any of Our Platform shall not cause Cymbal or any Organizer to violate the Privacy Policy.
6. Ticket Purchases
The Purchase Terms are incorporated herein and Ticket Purchasers shall comply therewith:
7. Third Party Websites and Platforms.
Organizers may have sites or areas on Our Platform or sites or areas that are linked to from Our Platform (“Organizer Sites”). Our Platform and/or the Organizer Sites may have links or may allow third parties to have links on Our Platform or Organizer Sites, respectively, to third party websites or platforms including any information or materials advertised thereon (respectively, “Third Party Websites”, “Third Party Platforms”, and together with Organizer Sites, collectively, “Third Party Sites”). We are not responsible or liable for, and do not endorse, any Third Party Site, including without limitation, Content contained thereon or made available through Third Party Sites. We do not guarantee the accuracy, integrity quality or performance of any Third Party Site. By visiting a Third Party Site, You may be exposed to Content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to You by Your access and/or use of any Third Party Site or Your reliance on any goods, services, or information available on or through a Third Party Site.
In some cases, Organizers may allow third parties to sell their Tickets on Third Party Sites other than Organizers' Sites, including those in secondary markets. In those cases, these Terms, Privacy Policy and Purchase Terms do not apply to such third parties as such Third Party Sites will have their own Terms of Use, privacy policy, purchase Terms and other policies ,and may use a Payment Processor different than Ours.
8. Third Party Content
The Platform may contain third party Content or services, including any information or materials advertised therein or available on or through any Third Site (collectively, “Third Party Content”). We are not responsible or liable for, nor do We endorse, Third Party Content. We do not guarantee the accuracy, integrity, quality, performance of any Third Party Content. By using Our Platform, You may be exposed to Third Party Content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to You by Your use of or reliance on any Third Party Content, or the goods, services, or information or the promotion thereof. It is Your responsibility to evaluate the information, opinion, advice, or other Content available on and through Our Platform.
9. Service Providers
We use one or more service providers (“Service Providers”) to supply discrete portions of Our Platform and services (e.g., “Payment Processors”). We do not guarantee the accuracy, integrity, quality, performance of any Service Provider. We are not responsible or liable for, nor do We endorse, any Service Provider, any information or materials advertised by any Service Provider nor the performance, non-performance, acts or omissions of any Service Provider.
10. SMS Messaging
We offer SMS messaging services which may include alerts, promotions, and offers for Tickets and other related products, good and services, subject to these terms and other terms and conditions set forth in such offers. You may choose to receive SMS alerts by signing up or participating in a promotion. If You do, You authorize Us to use automated technology to send messages to the mobile phone number You supply when You sign up. Your consent to receive SMS communications is never required in order to purchase something from Us.
Message and data rates may apply, according to Your rate plan provided by Your wireless carrier. We will not be responsible for any text messaging or other wireless charges incurred by You or by a person who has access to Your wireless device or telephone number. You may not receive Our alerts if Your carrier does not permit text alerts. Your carrier may not allow You to use pre-paid phones or calling plans to receive alerts. In such cases, We may send You a bounce back message for every message You send to Us. The SMS messaging services may not be compatible with all wireless carriers or devices.
You may opt out of any alerts by replying to an alert with the text message "STOP" or by sending the text message "STOP" to the shortcode provided. If You opt out by sending Us a text message, We will send You a text to confirm Your request. If You do not want to receive a confirmation text message, You may opt out by sending an email to hello@cymbal.co with Your request and mobile device number. It may take Us up to 10 days to remove Your mobile device number from Our database. For additional help, text "HELP" to the shortcode provided, or email hello@cymbal.co.
You authorize Your wireless carrier to disclose information about Your account, such as subscriber status, payment method, and device details, if available, to support identity verification, fraud avoidance, and other uses in support of transactions for the duration of Your business relationship with Us. Information may also be shared with other service providers to further support identity verification and fraud prevention. We are not responsible for the accuracy of any information displayed in Our SMS messaging, for any misdelivery or untimely delivery of any SMS messaging, or for Your deletion of or failure to store any SMS messaging from Us.
11. Trademarks
“Cymbal,” the Cymbal logo, and any other Cymbal products, services or slogans displayed on Our Platform are trademarks of Cymbal, Inc. and/or its suppliers or licensors. Organizers' names, logos, products, services or slogans displayed on Our Platform or on Organizer's Site are trademarks of such Organizers and/or its suppliers or licensors. Trademarks must not be copied, imitated or used, in whole or in part, without the prior written permission of Cymbal or Organizer, respectively, or of the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing any such trademarks without Our prior written permission. In addition, the look and feel of Our Platform, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Cymbal and may not be copied, imitated or used, in whole or in part, without Our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on any of the Platform are the property of their respective owners. Reference on Our Platform to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply Our endorsement, sponsorship, or recommendation.
12. Disclaimer of Warranties
CYMBAL AND ORGANIZERS ARE IN NO WAY RESPONSIBE OR LIABLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY (AND IN OUR CASE ONLY, INCLUDING THE ORGANIZERS OR ANY OF THEIR EVENTS), THIRD PARTY WEBSITES, THIRD PARTY PLATFORMS OR THE CONTENT THEREON, YOUR USE OF (I) OUR PLATFORM AND/OR OUR PLATFORM CONTENT, (II) ORGANIZER SITES AND ORGANIZER CONTENT, AND/OR (III) THE SERVICES PROVIDED BY SERVICE PROVIDERS. OUR PLATFORM, OUR PLATFORM CONTENT AND ALL THIRD PARTY SITES AND THIRD PARTY CONTENT LINKED TO THEREFROM, THE PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTY, INCLUDING SERVICE PROVIDERS (COLLECTIVELY, “AVAILABLE CONTENT”) ARE EACH MADE AVAILABLE TO YOU ON AN ”AS IS” “AS AVAILABLE” BASIS”. WE, THE ORGANIZERS AND OUR OR THEIR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OF THE AVAILABLE CONTENT, AND YOU RELY ON ANY AVAILABLE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR PLATFORM OR THE ORGANIZERS' SITES IS DONE IN YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL FROM ANY AVAILABLE CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, THROUGH THE PLATFORM OR OTHER AVAILABLE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
13. Limitation of Liability
WE AND THE ORGANIZERS AND OUR OR THEIR SERVICE PROVIDERS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE AVAILABLE CONTENT (“YOUR USE”). UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE LIABILITY OF US, THE ORGANIZERS AND OUR OR THEIR SERVICE PROVIDERS, SUPPLIERS AND LICENSORS EXCEED $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Exclusions and Limitation
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS, INCLUDING THOSE SET FORTH IN SECTIONS “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY,” DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
15. Indemnity
You will defend, indemnify and hold Us, Our suppliers and licensors, and Our and/or their respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by Your Use, Your violation of these Terms or Your violation of any rights of a third party through Your Use.
16. Export Restrictions/Legal Compliance
You shall fully comply with all applicable import and export control laws, regulations, rules and orders of the United States and any foreign jurisdiction. You shall, not, without first obtaining written authorization from the United States and/or foreign government: (i) export, re-export, release or transfer, directly or indirectly, (collectively, “Export”) any commodities, software or technology, including any direct products thereof (collectively, “Items”) to any proscribed country, entity or person (wherever located) (collectively, “Proscribed Entities”) or for any proscribed end-use, or (ii) enter into any transactions with any Proscribed Entity or for any proscribed end-use. You hereby agree to assume all responsibility for, and to bear all expenses relating to Your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary government authorizations and clearances in relation thereto.
17. Term and Termination
The term of these Terms of Use shall begin when You access Our Platform and shall terminate when We or You terminate these Terms of Use. To close Your account, please email us at hello@cymbal.co. Once You close Your Account and cease all use of the Platform, these Terms of Use will terminate. We reserve the right to suspend or terminate Your Account, terminate these Terms of Use or remove, suspend, edit or modify the Platform at any time and at our convenience by providing notice to You. We reserve the right to cancel any transaction or remove, suspend, edit or modify Your access to the Platform at our discretion if we have reason to believe You have used the Your Account or the Platform in contravention of these Terms of Use. Any and all ticket(s) purchased as part of such transaction will be void. In the event of any termination of these Terms of Use, the provisions that should survive will survive such termination.
18. Governing Law and Jurisdictio
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The exclusive jurisdiction of any action arising out of or related to this Agreement will be the state or federal courts located in Delaware, and each Party hereby agrees to submit to the personal and exclusive jurisdiction and venue of these courts.
19. Copyright Policy
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. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if any person or entity believes that its work has been copied and posted on the any of the Platform or Platform Content in a way that constitutes copyright infringement, please contact us immediately as set forth in Section 19.
20. Complain Process
If You have any questions or concerns about Our Platform, Platform Content or these Terms, You may contact Us at:
Chainpass Inc dba Cymbal
447 Sutter St Ste 405 PMB1194
San Francisco, CA 94108 USA
21. Dispute Resoluation
21.1. In the interest of resolving disputes between You and US in the most expedient and cost effective manner, You and We agree that any dispute arising out of or in any way related to these Terms of Use or Your use of the App or Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms of Use or Your use of the App or Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Use. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND We ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THESE TERMS OF USE SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
21.2. Notwithstanding Section 20.1 above, nothing in these Terms of Use will be deemed to waive, preclude or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (c) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (d) to file suit in a court of law to address an intellectual property infringement claim.
21.3. Any arbitration between You and Us will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
21.4. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Our address for Notice is: 8 The Green, Ste B, Dover, DE 19901, Attn: Chief Executive Officer. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, You or We may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in Your favor with a monetary award that exceeds the last written settlement amount offered by Us prior to selection of an arbitrator, We will pay You the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Us in settlement of the dispute prior to the arbitrator's award; or (iii) $15,000.
21.5. If You commence arbitration in accordance with these Terms of Use, We will reimburse You for Your payment of the filing fee, unless Your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the State of New York, but if the claim is for $15,000 or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of Your billing address. If the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, You agree to reimburse Us for all monies previously disbursed by it that are otherwise Your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. Notwithstanding anything in these Terms of Use to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under this Section 20.
21.6. YOU AND We AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and We agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
21.7. Except as otherwise provided in these Terms of Use, if We makes any future change to this arbitration provision, other than a change to Our address for Notice, You may reject the change by sending us written notice within 30 days of the change to Our address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes You rejected, will continue to govern any disputes between You and Us.
21.8. If Section 11.6 above is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void, and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 12.2 will govern any action arising out of or related to these Terms of Use.