9. Security Components. You acknowledge and agree that the Websites and the Services, and the software embodied within the Websites and the Services, may include security components that permit digital materials to be accessed, used, and protected, and that use of these security components is subject to usage rules set by Ten at Noon and/or content providers who provide content to Ten at Noon. You may not attempt to override or circumvent any such security components and usage rules embedded in the Websites and the Services.
10. Subscription Fees and Payment. Access to and use of the Services is subject to a subscription fee (Fee). The Fee is payable in U.S. dollars only. You will be required to provide your credit card number and other information at the time of your initial registration. Your credit card will automatically be charged at the time of your subscription or the end of your free trial, and regularly thereafter based on the terms of your subscription, and you hereby authorize Ten at Noon to charge your credit card for the then-applicable subscription fee. The Fee is non-refundable except as provided in the Section below entitled “Term and Termination”. Ten at Noon reserves the right to change or modify the Fee or payment schedule (including, without limitation, increasing prices and charging a fee for upgrades) at any time. Ten at Noon will use its reasonable best efforts to provide you with reasonable notice prior to making any fee changes or modifications. Free trial eligibility is determined by Ten at Noon at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. Members of households with an existing or recent Ten at Noon membership are not eligible. We may use information including but not limited to device ID, method of payment or an account email address used with an existing or recent Ten at Noon membership to determine eligibility. For combinations with other offers, restrictions may apply. If Ten at Noon is for any reason unable to effect automatic payment via your credit card, Ten at Noon will attempt to notify you via email and your account will be disabled until payment is received. You are responsible for notifying Ten at Noon of any changes to your credit card information and to update your information if your credit card has expired. Ten at Noon may suspend, terminate and/or otherwise interrupt your access to the Services if you fail to so notify Ten at Noon. All Fees are exclusive of all excise, sales, use, transfer and other taxes and duties imposed with respect to the Services by any federal, state, municipal or other governmental authority, all of which taxes you are required to pay except for taxes based on Ten at Noon’s net income. You are responsible for obtaining and providing to Ten at Noon any certificate of exemption or similar document required to exempt any transaction from sales, use or similar tax liability.
You agree to pay your account balance on time. You are responsible and liable for any costs and expenses, including attorney and collection fees, that Ten at Noon may incur in its efforts to collect any remaining balances due from you. This paragraph will in no way limit any other remedies available to Ten at Noon. You are required to notify us of any billing problems or discrepancies within thirty (30) days after they first appear on your credit card account statement by sending a written notice to success@tenatnoon.com. If you do not so notify us within the time allowed, you waive any right to dispute such problems or discrepancies. We will send you information relating to your account (e.g. payment authorizations, invoices,
changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
11. Content. The content available at the Websites and the Services generally consists of (a) content owned by Ten at Noon, including but not limited to the trademarks, trade dress and “look and feel” of the Websites and content created and/or acquired and owned by Ten at Noon (“Ten at Noon Content”), (b) content owned by third parties and licensed to Ten at Noon for specified uses on the Websites and the Services (“Third-Party Content”), and (c) content that may be posted and/or otherwise uploaded to the Websites and/or the Services by you (“User Content”). As between you and other Registered Users, however, the content posted by other Registered Users is considered to be “Third-Party Content.” All of the foregoing are collectively referred to as “Site Content.” The quality of the display of the Ten at Noon content may vary from device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. Please check with your Internet provider for information on possible Internet data usage charges. Ten at Noon makes no representations or warranties about the quality of your experience on your display.
12. Ownership of Content. Ten at Noon does not claim ownership rights in any User Content that you post on the Websites or otherwise make available through the Services. Subject to the non-exclusive license contained in Section entitled “License to Your Content”, as between Ten at Noon and you, you will retain all intellectual property rights that you may have in any User Content that originates with you.
13. License to Your Content. In order to be able to offer you the use of our Websites and the Services pursuant to this Agreement, you are required to grant a license to Ten at Noon to use, store, and distribute your User Content. This enables us to, among other things, permit other Visitors and Registered Users to view and share your User Content, and to display your User Content in other places within the Websites. Accordingly, by posting, displaying, publishing, transmitting, or otherwise making available (individually and collectively, posting;) any User Content on or through our Websites or the Services, or via any other means, you hereby grant to Ten at Noon a non exclusive (meaning you can license the User Content to other parties as well), fully-paid, royalty-free, perpetual, irrevocable, worldwide license (including the right to sublicense) to use, copy, modify, adapt, translate, create derivative works, publicly perform, publicly display, store, reproduce, transmit, distribute, and otherwise make available such User Content on and through the Websites and/or the Services, in print, or in any other format or media now known or hereafter invented, without any obligation of notification, compensation, attribution or consent. You represent and warrant that: (i) you own all right, title and interest in all User Content, or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your User Content on or through the Websites and/or the Services, or via other means, does not require the knowledge or consent of any third party and does not violate the privacy rights, publicity rights, copyrights, trademarks, patents, trade secrets, contract rights, confidentiality, or any other rights, including intellectual property rights of any third party.
14. Prohibited Conduct. The Websites and the Services may include features that permit you to post User Content, which includes and applies to (but is not limited to) content of your own, comments on the User Content posted by other Registered Users, and communications with other Registered Users. Such User Content includes but is not limited to information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials. You acknowledge and agree that you shall not use the Websites and/or the Service to post or other transmit User Content that:
is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person;
exploits people in a sexual or violent manner;
contains nudity, violence, or offensive subject matter;
solicits personal information from anyone under the age of eighteen (18);
provides any telephone numbers, street addresses, last names or email addresses of anyone other than your own;
promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
violates any intellectual property or other proprietary right of any third party, including User Content that promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
involves the transmission of “junk mail”; “chain letters”, or unsolicited mass mailing, instant
messaging, “spimming”; or &”spamming”;
contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
transmits any malicious code, data, program, routine, device or other internal component (e.g.,computer worm, computer time bomb, software lock, malicious logic, Trojan horse, bug, error, defect or trap door, or similar component), which could damage, destroy, delete, disable, deactivate, alter or disrupt any computer program, firmware or hardware or which could, in any manner, reveal, damage, delete, disable, deactivate, destroy, alter or disrupt any data or other information in any manner that is capable of deleting, disabling, deactivating, interfering with, or otherwise harming hardware, data, or computer programs or codes, or that is capable of providing unauthorized access or produce unauthorized modifications
solicits passwords or personal identifying information for commercial or unlawful purposes from other Members;
involves commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;
includes a photograph of another person that you have posted without that person's consent or, in the case of children under the age of eighteen (18), parental consent, or otherwise constitutes an invasion of an individual's privacy or infringement of publicity rights; or

15. Responsibility for User Content. You, and not Ten at Noon, are entirely responsible for all User Content that you upload, post, email, transmit, publish, or otherwise make available via the Websites and/or the Services. Ten at Noon does not control the User Content posted via the Websites and/or the Services and, as such, we cannot and do not guarantee the accuracy, integrity or quality of such User Content. You acknowledge and agree that, by using the Websites and the Services, you may be exposed to User Content that you deem offensive, indecent or objectionable. You hereby agree and acknowledge that under no circumstances will Ten at Noon be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Websites and/or the Services.
16. Rejection and/or Removal of User Content. You acknowledge and agree that Ten at Noon may or may not pre-screen User Content posted on our Websites, but that Ten at Noon shall have the right (but not the obligation) in its sole discretion to pre-screen, edit, refuse, and/or remove any User Content or portion thereof that is available via the Websites and/or the Services, in its sole and absolute discretion, for any reason, including but not limited to its determination that any such User Content is not appropriate for the Websites and/or the Services, or for no reason. Without limiting the foregoing, and by way of example only, Ten at Noon shall have the absolute right to remove from the Websites and/or the Services any User Content that violates this Agreement or is otherwise objectionable in the sole discretion of Ten at Noon, or to restrict, suspend, or terminate your access to all or any part of the Websites and/or the Services at any time, for any or no reason, with or without prior notice, and without liability. If you become aware of misuse of the Websites and/or the Services by any person, please contact Ten at Noon via email at success@tenatnoon.com.
17. Limited License. Ten at Noon hereby grants to Registered Users a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to display a single copy of the Ten at Noon Content and the Third-Party Content located on or available through our Websites or Service (excluding any software code therein) solely for your single, personal, non-transferable and non-commercial use in connection with viewing our Websites and using the Services during the term of your registration. All such use is subject to the terms and conditions set forth in this Agreement and may be terminated by Ten at Noon as set forth in this Agreement. Except for User Content posted by you, you may not copy, store, modify, translate, publish, broadcast, transmit, distribute, perform, display, make available, or sell any Site Content for any purpose whatsoever. In addition to the limitations set forth in herein, and by way of example only, no commercial storage, use, reproduction or transmission of any Site Content is permitted under any circumstances. The Websites and the Services may not be used in connection for any commercial purposes except as specifically approved in writing and in advance by an authorized representative of Ten at Noon. Unauthorized framing of or linking to any of our Websites is prohibited. Commercial advertisements and other commercial content, affiliate links, and other forms of solicitation may be removed by Ten at Noon from the Websites and the Services without notice and may result in termination of registration and subscription and denial of access to and use of the Websites and the Services.
18. Reservation of Rights. Nothing in this Agreement grants you any right, title, or interest in or to the any Ten at Noon Content or Third Party Content, know-how, or improvements associated with any of the foregoing and all tradenames, trademarks, service marks, copyrights, or patents embodied or used in connection Services or Websites, or any data, information, or material developed by or at the behest of Ten at Noon (collectively, the “Intellectual Property”), whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in any of the foregoing Ten at Noon had, currently has, or subsequent improvements or updates thereupon, or new materials, data, or information that were developed at any time in the future shall remain with Ten at Noon. You may not copy, modify, or otherwise use the Intellectual Property for any reason whatsoever without Ten at Noon’s prior written consent. You further agree that you will not dispute for any reason, whatsoever, during the term of this Agreement or thereafter, the validity,
ownership or enforceability of any of the Intellectual Property of Ten at Noon, nor attempt to acquire or damage the value of the goodwill associated with that Intellectual Property, whether registered or not. No rights are granted to you except those expressly set forth herein.
19. Other Sites. The Websites may contain third-party advertising and/or links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). However, the inclusion of a link in any of our Websites does not imply Ten at Noon’s investigation, evaluation and/or endorsement of such third party website. We are not responsible for examining or evaluating, and we do not warrant the products or offerings of, any of these businesses, entities or individuals, or the accuracy of the content of their advertising or websites. Ten at Noon does not assume any responsibility or liability for the actions, products, services, and/or content of any such websites. Before you purchase goods or services from a third party and/or use any third-party website, you should review the applicable terms of use and privacy policies for such websites. If you decide to access any such linked websites, you do so at your own risk. You acknowledge that Ten at Noon has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and (ii) expressly release Ten at Noon from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.
20. Take-Down Notices Under the DMCA. Ten at Noon will receive and evaluate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Written notices of claimed copyright infringement must be in strict compliance with all terms and conditions of the DMCA and must be submitted according to the procedures set forth in the DMCA to the following Designated Agent for Ten at Noon: Name of Agent Designated to Receive Notification of Claimed Infringement on Behalf of Ten at Noon, LLC: Director of Content Acquisition and Content

Full Address of Designated Agent to Which Notification to Ten At Noon Should Be Sent:

Ten At Noon, LLC

7957 N. University Dr. #323

Parkland, FL 33067

Email of Designated Agent: success@tenatnoon.com

21. Registered User Disputes. You are solely responsible for your interactions with other Registered Users. Ten at Noon reserves the right, but has no obligation, to monitor disputes between you and other Registered Users

22. Term and Termination.

This Agreement, as it may be modified from time to time, shall remain in full force and effect for so long as it is posted on any of the Websites or until terminated by Ten at Noon. You may terminate your status as a Registered User and cancel your account at any time and for any reason, by notifying us by email at sucess@tenatnoon.com, but any such termination and cancellation will be effective only after Ten at Noon has processed the request. If you cancel your account prior to the expiration of your pre-paid subscription period, you will forfeit the Fees paid for any unused portion of your subscription, which are non-refundable. However, you will be able to continue viewing premium content until the expiration of your current pre-paid subscription period. You also acknowledge and agree that the cancellation of your account is your sole right and remedy with respect to any dispute with Ten at Noon, whatsoever. Ten at Noon reserves the right to suspend or terminate your status as a Registered User, cancel your account, and disable your access to the Websites and Services at any time, with or without notice to you, with or without cause, and without liability to you. Ten at Noon shall have no liability to you or any third party because of such suspension or termination or related action for any reason except as follows: (a) If Ten at Noon elects do so with cause, then no refund of any unused portion of a pre-paid subscription is owing, and (b) if Ten at Noon elects to do so without cause, then Ten at Noon will refund any unused portion of a pre-paid subscription on a pro-rata basis.
23. Survival. The following sections shall survive any termination of this Agreement, your account, and/or your use of the Service: “Preservation and Disclosure of Account Information and User Content”, “Content”, “Ownership of Content”, “License to Your Content”, “Responsibility for Your User Content”, “Rejection and/or Removal of User Content”, “Reservation of Rights”, “Other Sites”, “International Use”, “Registered User Disputes”, “Disclaimer of Warranties”, “Waiver of Claims”, “Limitation of Liability”, “Severability”, “Indemnity”, “Choice of Law, Forum and Venue Selection Jury Waiver” and any section contained herein which, by its nature, ought to survive termination of this Agreement.
24. Disclaimer of Warranties. You acknowledge and agree that the Websites and the Services are offered without warranties of any kind whatsoever by Ten at Noon and/or the providers of Site Content. Ten at Noon shall have no obligation to save any User Content that you may have posted or otherwise provided, and we reserve the right, but are not obligated, to permanently delete and destroy any of your personal information and/or User Content. The disclaimer of warranties includes, but is not limited to, the following.
(a) YOUR USE OF THE WEBSITES AND THE SERVICES IS AT YOUR SOLE RISK. THE WEBSITES AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TENATNOON AND ITS PARENT, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, LENDORS AND CONTRACTORS (COLLECTIVELY, THE “TENATNOON-RELATED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SERVICE, THE WEBSITES, AND ANY THIRD PARTY WEBSITES WITH WHICH THEY ARE LINKED.
(b) THE TENATNOON-RELATED PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, INJURY, OR CLAIMS THAT MAY RESULT FROM YOUR USE OF THE SITE CONTENT AND/OR OTHER ASPECTS OF THE WEBSITES AND/OR THE SERVICES AND/OR INFORMATION THAT YOU MAY LEARN ABOUT ON THE WEBSITES AND/OR THE SERVICES, AND/OR ANY ACTION OR INACTION ON YOUR PART AS A RESULT OF INFORMATION YOU HAVE OBTAINED FROM THE WEBSITES AND/OR THE SERVICES. BY WAY OF EXAMPLE ONLY, IF YOU ENGAGE IN ANY ACTIVITY OR TAKE ANY ACTION BASED UPON INFORMATION THAT YOU RECEIVE OR LEARN ABOUT THROUGH THE WEBSITES AND/OR THE SERVICES, AND/OR IF YOU USE ANY PRODUCT OR SERVICE THAT YOU RECEIVE OR LEARN ABOUT THROUGH THE WEBSITES AND/OR THE SERVICES, YOU AGREE THAT YOU DO SO VOLUNTARILY, AFTER CONSULTING AN APPROPRIATE PROFESSIONAL OF YOUR CHOICE, AND AT YOUR OWN RISK, AND YOU AGREE TO RELEASE AND DISCHARGE THE TENATNOON-RELATED PARTIES TENATNOON FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION, KNOWN OR UNKNOWN, ARISING OUT OF THE FOREGOING.
(c) THE TENATNOON-RELATED PARTIES MAKE NO WARRANTY THAT THE WEBSITES OR THE SERVICES, THE SITE CONTENT, AND/OR THE INFORMATION, PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITES OR THE SERVICE WILL MEET YOUR OR ANYONE ELSE’S EXPECTATIONS OR REQUIREMENTS, OR THAT YOU WILL ACHIEVE ANY PARTICULAR RESULTS FROM THE USE OF ANY OF THE FOREGOING, OR THAT THE WEBSITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF ANY HARMLESS COMPONENTS (INCLUDING VIRUSES, MALWARE, SPYWARE, OR COMPARABLE COMPONENTS.
(d) YOU EXPRESSLY ASSUME THE RISK, BY WAY OF EXAMPLE, OF DELETION, NON-DELIVERY OR FAILURE TO STORE POSTINGS OF USER CONTENT, COMMUNICATIONS, PERSONALIZED SETTINGS, OR DATA, AND YOU ACKNOWLEDGE THAT THE TENATNOON-RELATED PARTIES MAKE NO WARRANTIES REGARDING THE FOREGOING.
(e) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEBSITES OR THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL AND THE TENATNOON-RELATED PARTIES EXPLICITLY DISCLAIM SAME.

25. WAIVER OF CLAIMS. YOU HEREBY WAIVE, RELEASE AND DISCHARGE THE TENATNOON-RELATED PARTIES FROM AND AGAINST ANY CLAIMS THAT YOU MAY BE ENTITLED TO MAKE BY REASON OF ANY USE OF YOUR USER CONTENT AUTHORIZED UNDER THIS AGREEMENT AND/OR BY REASON OF YOUR PARTICIPATION IN ANY OF THE COMMUNICATIONS AND SOCIAL NETWORKING FEATURES OF THE SERVICES, AND/OR ANY USE OF THE SERVICES OR WEBSITES INCLUDING BUT NOT LIMITED TO, AND BY WAY OF EXAMPLE ONLY, ANY CLAIMS BASED ON COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT, RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION AND OTHERWISE.
26. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE TENATNOON-RELATED PARTIES WILL IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR WITH ANY USE OF THE WEBSITES AND/OR THE SERVICES, AND/OR ANY WEBSITE WITH WHICH THEY ARE LINKED, AND/OR ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES ACCESSIBLE THROUGH THE WEBSITES AND/OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY OF THE TENATNOON-RELATED PARTIES HAVE ANTICIPATED OR BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGGREGATE LIABILITY OF THE TENATNOON-RELATED PARTIES TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO TENATNOON FOR THE SERVICES. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS PURSUANT TO THE TERMS OF THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH, OR THE WILLFUL OR INTENTIONAL MISCONDUCT OF TENATNOON. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
27. Severability. If any terms or conditions of this Agreement are held to be invalid for any reason, whatsoever, by a court or other administrative body of competent jurisdiction, this Agreement shall remain in full force and effect on its remaining terms and conditions of this Agreement unless and until terminated by Ten at Noon. Furthermore, if any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the intentions of the parties as reflected in the invalidated provision.
28. Indemnity. You agree to indemnify, defend, and hold harmless the Ten at Noon-Related Parties from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your breach of the terms of this Agreement, any act, error, omission or grossly negligent or willful misconduct in connection with this Agreement, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Ten at Noon will use its reasonable best efforts to notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

29. Additional Terms. We may also require you to follow additional rules, guidelines or other conditions (“Additional Terms”;) in order to participate in certain promotions or activities available through our Websites, to obtain certain premium Site Content through our Websites, and/or for other reasons. In addition, certain Additional Terms will govern your subscription to the Services and any purchases you make through the online store. These Additional Terms will be posted on the relevant portions of our Websites or on the portions of our Websites that describe the specific promotions, Content, or activities. These Additional Terms are incorporated by reference in this Agreement, and you agree to comply with them when you participate in those promotions, purchase items from our online stores, or otherwise engage in activities governed by such Additional Terms.
30. Modification and Discontinuation. We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently the Websites and/or the Services, or any portion thereof, with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Websites and/or the Services.
31. Entire Agreement. This Agreement, together with any other terms and conditions referenced herein (including without limitation the Privacy Policy and Additional Terms), constitutes the entire agreement between you and Ten at Noon and governs your use of the Websites and Service, superseding any prior agreements between you and Ten at Noon with respect to the Websites and/or the Services.
32. Choice of Law, Forum and Venue Selection Jury Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All judicial proceedings to be brought with respect to the Agreement or any other dispute between the Parties hereto shall be brought exclusively in the state courts in and for Miami-Dade County, Florida (the “Court”) and by execution and delivery of this Agreement, the Parties hereto each accepts generally and unconditionally the exclusive jurisdiction of the Court and irrevocably waives any objection (including, without limitation, any objection of the laying of venue based on the grounds of forum non-conveniens) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court. The terms of this forum/venue selection clause shall be construed as mandatory, rather than permissive. ALL PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF, OR RELATED, IN ANY WAY, TO THIS AGREEMENT OR ANY TRANSACTION ARISING OUT OF, THAT IS THE SUBJECT OF, OR RELATES IN ANY WAY TO THIS AGREEMENT.
33. No Waiver. The failure of Ten at Noon to exercise or enforce any right and/or remedy under this Agreement shall not constitute a waiver of such right and/or remedy.
34. Relationship of the Parties. You and Ten at Noon acknowledge and agree that they are independently contracting parties dealing at arm’s length with each other in connection with the licensing of intellectual property rights and the provision of services. No partnership, joint venture, joint authorship, employment, fiduciary, agency or other relationship is created between them.
35. Binding on Successors. This Agreement shall be binding on and inure to the benefit of the heirs, executors, administrators, licensees, successors and/or assigns of the parties, as applicable. For avoidance of doubt, you acknowledge and agree that Ten at Noon is fully authorized to assign, sublicense and/or otherwise convey and transfer this Agreement and/or any of its rights under this   Agreement at any time, in its sole and absolute discretion, and without compensation of any kind to you.

36. Notices and Questions. If you have any questions regarding this Agreement, please contact us by email at success@tenatnoon.com or by mail at

Ten At Noon, LLC

7957 N. University Dr. #323

Parkland, FL 33067

Except as otherwise specified elsewhere in this Agreement, notices to Ten at Noon may be given at the foregoing email and postal addresses, and notices to you may be given at the address provided to us at the time of registration and/or the purchase of goods and services from Ten at Noon. To find more information about our service and its features, or if you need assistance with your account, please visit the Ten at Noon Help Center on our website. In the event of any conflict between these Terms of Use and information provided by Customer Service or other portions of our website, these Terms of Use will control.