These Terms are updated as of December 3, 2018.

I. LEGAL NOTICE REGARDING THESE TERMS

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING NORTHPOLE.COM. THE TERMS OF THIS AGREEMENT AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THIS AGREEMENT IS SUBJECT TO A BINDING ARBITRATION CLAUSE AND A WAIVER OF CLASS ACTION RIGHTS PURSUANT TO SECTION X, BELOW.

II. USER AGREEMENT

Northpole Productions, LLC (“Northpole.com,” “We,” or “Us”) is pleased to provide a website, www.northpole.com (the “Site”), including all of the text, images, audio, code, and other material it contains (the “Content”). The Site provides the opportunity to participate in a variety of Christmas-related activities, other content, features, products, services, and promotions (collectively the “Services”). The use of the Site, Content, and Services is subject to these Terms of Use (the “Terms of Use” or “Terms”) and our privacy policy (the “Privacy Policy”). By registering for, using, or otherwise accessing the Site, Content, and Services, you accept and agree to these Terms, as well as any additional terms, conditions, or rules of participation in particular activities that may be hosted from time to time by Northpole.com. You further consent to the collection, use, and disclosure of information provided to Northpole.com as described in our Privacy Policy. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE, DO NOT USE THE SITE OR SERVICES. These Terms of Use constitute a legal agreement between you and Northpole Productions, LLC, and shall apply to your use of the Site and the Services even after termination. Northpole.com may issue additional terms, conditions, and rules of participation in particular activities, including conditions required by various state or country rules and regulations. The additions of these terms, conditions, and rules may impact your experience or participation in the Services. By participating in the Services, you agree to be bound by any such additional terms, conditions, and rules issued by Northpole.com.

III. ELIGIBILITY

You may only use the Services, including any activities contained therein, if you are eligible to do so. Accordingly, you hereby warrant and represent that you are fully and legally able to enter into and abide by the terms and conditions set forth in these Terms of Use, and that you are competent to do so. By using the Site, Content, and Services, you represent and warrant each of the following:

• If you create a Parent/Adult or Teacher account, that you are sixteen (16) years of age, or older
• If you participate in activities restricted to only those with a Parent/Adult or Teacher account, that you are sixteen (16) years of age, or older
• That, at the time of your registration for the Site or Services, you are physically located in a jurisdiction in which participation in the Services is not prohibited by any applicable regulation or law
• That you are not listed on any list of prohibited or restricted parties issued by the government of the United States of America
• That you will, at all times, abide by the Terms of Use, and by any other agreements between you and Northpole.com regarding your use of the Site, Content, or Services, or the participation in any contests or promotions

If you do not meet each of the eligibility requirements listed above, you are not authorized to use the Services. If Northpole.com determines that you do not meet these eligibility requirements, Northpole.com reserves the right to terminate your account. Northpole.com also retains any and all rights it may have for redress in law or equity. Northpole.com may, at its discretion, require that you provide proof of your eligibility to use the Services. This includes, but is not limited to, requiring that you complete an affidavit of eligibility and provide identification or other verification information.

IV. CONDITIONS OF USE OF THE SERVICES

A. Registration and User Accounts

For Parent/Adult or Teacher accounts, you must register personally with Northpole.com and open an account in order for you to be able to participate in some of the Services. It is your responsibility to enter all mandatory information, and to ensure that all information provided is accurate, current, and complete. The information you provide must be updated in the event that such information has changed. Northpole.com may, at its discretion, carry out verification procedures to ensure that the information is accurate and complete. If Northpole.com finds that you have provided incomplete, inaccurate, or misleading information, Northpole.com may deny you access to areas of the Site or Services that require registration, and may block or terminate your account.

Children under the age of sixteen (16) are only permitted to have a Child/Student if their parent/guardian or teacher creates an account for them under the parent/guardian’s or teacher’s own Parent/Adult or Teacher account. If Northpole.com ascertains that a child under the age of sixteen (16) has created a Parent/Adult or Teacher account, Northpole.com reserves the right to terminate the account.

You agree that the sole purpose of the account you create with Northpole.com is to participate in certain restricted activities on the Site, as well as certain Services. Northpole.com reserves the right to suspend or terminate your account if it is determined that you are misusing the Site, Content, or Services. In such circumstances, Northpole.com may also report such activity to relevant authorities if we deem doing so is appropriate.

Northpole.com reserves the right to refuse or close an account at its sole discretion, provided that any contractual obligations already made by Northpole.com will be honored to the extent required by law or equity. You may voluntarily close your account at any time. To do so, simply log in to your account. On your account dashboard, click on the Edit Account button, then click the “Delete My Account” link at the bottom of the page.

B. Account Information

As part of the registration process, you will be required to provide a valid email address and to choose a user ID and a password to allow you to access password-protected areas of the Site and Services. You may not use a user ID that: 1) promotes any commercial venture, unless prior express permission is provided by Northpole.com, 2) is deemed by Northpole.com, in its sole discretion, to be offensive or inappropriate, or 3) suggests that you are affiliated in any way with Northpole.com as an owner, operator, employee, or affiliate. Any account whose user ID does not comport to these guidelines may, in its sole discretion, be suspended, blocked, or terminated by Northpole.com.

It is your sole responsibility to ensure that your log-in information is kept secure. Northpole.com is not responsible for any use or misuse of your account by any third party due to your disclosure of your login details, whether said disclosure was intentional or otherwise. You agree to immediately notify Northpole.com of any unauthorized use of your account, or any other breach of security regarding your account, user ID, or password. You further agree that you shall only use your own user ID and password to access the Services.

By creating an account, user ID, and password, you acknowledge and agree that Northpole.com is entitled and authorized to act on instruction received through the use of that account, user ID, and password. Northpole.com may restrict or deny access, or block any transaction made through the use of your user ID and password without prior notice if we have reason to believe your account is being used by someone other than you, but Northpole.com shall not be required to do so. Under no circumstance will Northpole.com be liable for any loss or damage arising from your failure to comply with the terms outlined in this Section.

C. User Provided Content

All information provided by a user on the Site or the Services (“User Provided Content”) is the sole responsibility of the individual who provided such content. This includes, but is not limited to, recipes, recipe photographs, and letters to Santa. Northpole.com is not obligated to pre-screen User Provided Content, though it may elect to do so at its sole discretion, and may refuse, delete or undelete, or modify any User Provided Content available through the Service. Northpole.com shall have the right to remove any User Provided Content that violates the Terms of Use, or that is otherwise found to be objectionable or harmful in its sole discretion. While Northpole.com reserves the right to remove such User Provided Content, you acknowledge and accept that, in using the Site and Services, you may be exposed to User Provided Content that you find objectionable or offensive. You also acknowledge and accept that you are solely responsible for your interactions with other users of the Site and Services. Northpole.com is under no obligation to monitor disputes between users, but reserves the right to do so if we deem necessary. You further acknowledge and agree that it is your responsibility to evaluate and bear all risks associated with the disclosure or use of any User Provided Content. Northpole.com shall not, in any way, be liable for User Provided Content that you or other users upload, post, transmit, share, or otherwise make available through the Site or Services.

By making any User Provided Content available on or through the Services, you acknowledge and accept that you are granting Northpole.com an irrevocable, perpetual, fully sub-licensable, royalty-free, non-exclusive license to use, reproduce, modify, publish, display, and distribute such User Provided Content, in whole or in part, and to incorporate such User Provided Content into other works in any medium now known or later developed.

D. Inappropriate Use of Services

The Site, Content, and Service may not be used in any way that is improper, unfair, or fraudulent, or for any purpose that is not reasonably intended by Northpole.com. Such prohibited use includes, but is not limited to, the following:

• Providing any false or misleading personal information
• Using funds which originated with or are associated with any illegal activity
• Selling, or otherwise transferring your account or profile
• Impersonating a Northpole.com employee or otherwise putting yourself out to be employed by, connected to, or affiliated with Northpole.com, whether by use of a misleading user ID, contest name, or any other information or content that you provide during your use of the Site, Content, or Services
• Attempting in any way to tamper with the administration or proper working of the Services, or any computer code or program associated with the Services
• Attempting to bypass or disrupt any measures Northpole.com may use to restrict or deny access to the Services
• Using any automated means, such as but not limited to bots, spiders, or scrapers, to access the Site or Services for any purposes, with the exception of use for RSS feed access, without the prior express written consent of Northpole.com
• Engaging in any action that imposes or may impose an unreasonable or disproportionally large load on the Northpole.com infrastructure
• Posting, uploading, or otherwise making available any material that contains software viruses or any other computer code or file that functions to interrupt, limit, or destroy the functionality of any computer software or hardware, or any telecommunications equipment
• Posting or transmitting any User Provided Content or information that infringes of the intellectual property of another, including Northpole.com and its users, or that is defamatory, abusive, obscene, offensive, pornographic, or otherwise in violation of any law or right of any third party
• Engaging in any behavior that would harm or damage other users, including soliciting or obtaining account, password, or private information from any other user
• Soliciting or advertising to users in an effort to buy or sell products or services, unless prior express written permission has been given by Northpole.com, or attempting to obtain the information of other users to solicit, advertise to, or spam them
• Submitting or posting comments linking to affiliate programs, multi-level marketing schemes, or off-topic sites posted for personal or financial gain
• Abusing, harassing, impersonating, threatening, or intimidating other users by any means
• Using the Site, Content, or Services for any illegal or unauthorized purpose
• Violating any of the Terms of use, or any other terms, conditions, or rules instituted by Northpole.com

If you engage in any prohibited use of the Services, Northpole.com may, in its sole discretion: 1) disqualify you from the Service in its entirety, or 2) suspend, limit, or terminate your account. To report Terms of Use violations, please contact us.

Northpole.com reserves the right to cancel any feature of the Services, without restriction. If the Services are not functioning properly due to any technical issues or failures, unauthorized use or intervention, fraud, or any other cause of any kind that, in Northpole.com’s sole discretion, has compromised or affected the security, fairness, integrity, or proper use the of Services, Northpole.com may modify, extend, suspend, or terminate the services.

The Terms of Use shall not be violated where Northpole.com fails to comply with any of its provisions due to reasons beyond the control of Northpole.com including, but not limited to, natural disasters, war, fire, riots, terrorism and acts of public enemies, actions of governmental authorities, and acts of God.

E. Commercial Communications

Northpole.com may, from time to time, send you certain commercial communications. By registering for and using the Services, you acknowledge that these communications are part of the Services. You may opt out of receiving these communications to the extent provided by applicable law, by following the instructions provided in the communication to unsubscribe to future communications. You can also unsubscribe from such communications by contacting us via our website. If you choose to opt out of commercial communications, Northpole.com may still communicate with you via email to the extent permitted by law.

F. Suspension and Termination of the Services

As provided above, Northpole.com reserves the right to suspend, limit, or terminate your account or access to the Services, in whole or in part, immediately and without prior notice or liability, if you breach any of the Terms of Use, or any other additional terms, conditions, or rules implemented by Northpole.com. Upon termination of your account, your access and right to use of the Services will be immediately terminated as well. You may also voluntarily terminate your Northpole.com account and access to the Services at any time by clicking the “Delete My Account” link on your account profile.

V. INTELLECTUAL PROPERTY RIGHTS

Northpole.com, or its licensor where applicable, is the sole owner of all title, ownership, and intellectual properties of the Site, Content, Services. By using the Services you acknowledge and agree that the Site, Content, and Services contain confidential and proprietary information that is protected by law, including applicable intellectual property law. You agree not to copy, modify, distribute, or display any such information, or to create, copy, modify, distribute, or display any derivative works based on the Service in whole or in part without prior express written permission from Northpole.com.

VI. INDEMNIFICATION

By registering for and using the Site, Content, and Services you agree to indemnify and defend Northpole.com, as well as our subsidiaries, affiliates, officers, employees, shareholders, agents and representatives in respect to all liability, claims, damages, expenses, or losses of any kind, including reasonable attorneys’ fees and costs, that arise or result from your use of the Site, Content, or Services. You further agree to indemnify and defend the same against any liability, claim, damage, expense, or loss of any kind that arises from: 1) your violation of these Terms of Use, and 2) any act you take in connection with your use of the Services that implicates your publicity rights or privacy rights. Northpole.com reserves the right to assume its own exclusive defense, and to control any matter that would otherwise be subject to indemnification by you. If Northpole.com exercises this right we will bear the cost of such defense, and you hereby agree to cooperate in Northpole.com’s defense of said matter.

VII. DISCLAIMER OF WARRANTY

You expressly agree and acknowledge that your use of the Site, Content, and Services is done so voluntarily and at your own risk. The Site, Content, and Services are provided both as is and as available, without express or implied warranty of any kind including, but without limitation, any warranty of merchantability, non-infringement, or fitness for any particular purpose.

You further expressly agree and acknowledge that Northpole.com has no control over, and no obligation to control: 1) which users access or use the Site, Content, or Services, 2) the effects that said use may have on you, or 3) the effects of your access to the Site, Content, and Services on you, and the actions you take as a result of your access to them. Therefore, you hereby expressly release Northpole.com from any and all liability stemming from your access to the Site, Content, and Services, and from your access, lack of access, acquisition, or lack of acquisition of any content from the same.

You also understand and agree that the Site, Content, and Services may contain information that some individuals may find offensive or objectionable, or that the Site or Services may direct you to other websites containing information that some may find offensive or objectionable. Northpole.com makes no representation regarding the appropriateness of any content contained in the Site, Content, or Services, and shall not be responsible or liable for such content with regard to accuracy, copyright compliance, appropriateness, decency, or legality of any content contained in or accessed through the Site, Content, or Services.

Through the Services, Northpole.com or third parties may provide links to other websites, applications, or resources. You acknowledge and agree that Northpole.com has no control over such websites, applications, and resources and, as such, that Northpole.com is not responsible for the availability of the same. You further acknowledge and agree that Northpole.com does not endorse, and is not responsible or liable for, any content, advertising, products, or other material on or available from such sites, applications, and resources. You further acknowledge and accept that Northpole.com shall not be responsible or liable, either directly or indirectly, for any damage, harm, or loss caused by or in connection with your use or reliance on any content, information, goods, or services available through any such website, application, or resource.

VIII. LIMITATION OF LIABILITY

YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE FULLY AND SOLELY RESPONSIBILITY FOR YOUR USE OF THE SITE, CONTENT, AND SERVICES. YOU FURTHER ACKNOWLEDGE THAT YOUR USE OF THE SITE, CONTENT, AND SERVICES IS VOLUNTARY AND DONE AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND SERVICES MAY NOT BE SECURE AND MAY BE SEEN, INTERCEPTED, OR ACQUIRED BY UNAUTHORIZED PARTIES. THEREFORE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NORTHPOLE.COM NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES, OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, RESULTING FROM: 1) THE SITE, CONTENT OR SERVICES, 2) YOUR USE OR THE INABILITY TO USE THE SITE OR SERVICE, 3) THE UNAUTHORIZED ACCESS TO, OR MODIFICATION OF YOUR INFORMATION, TRANSMISSIONS, OR DATA, 4) THE STATEMENTS, ACTIONS, OR CONDUCT OF ANY THIRD PARTY ON THE SITE, CONTENT, OR SERVICES, 5) ANY ACTIONS THAT NORTHPOLE.COM TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, 6) ANY INCORRECT, ILLEGIBLE, MISDIRECTED, STOLEN, INACCURATE, OR OTHERWISE INVALID ENTRY INFORMATION, 7) ANY HUMAN ERRORS, 8) ANY TECHNICAL MALFUNCTIONS THAT IMPACT THE SITE, CONTENT, OR SERVICES, 9) ANY FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES THAT IMPACT THE SITE, CONTENT, OR SERVICES, 10) OMISSIONS, INTERRUPTIONS, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT AN ENTRANT TO PARTICIPATE IN THE SERVICES OR INTERFERE WITH A USER’S ACCESS TO THE SERVICES, 11) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT, 12) THE INABILITY TO FULLY ACCESS THE SITE OR SERVICE OR ANY OTHER WEBSITE, 13) ANY THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ENTRIES, IMAGES, OR OTHER CONTENT OF ANY KIND, 14) DATA THAT IS PROCESSED LATE OR INCORRECTLY OR THAT IS INCOMPLETE OR LOST, 15) TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF, OR 16) ANY OTHER MATTER RELATING TO THE SITE, CONTENT, AND/OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NORTHPOLE.COM'S LIABILITY TO YOU FOR ANY CAUSE OF ACTION INITIATED IN ANY FORM AND FOR ANY REASON WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO NORTHPOLE.COM FOR GENERAL USE OF THE SITE OR SERVICE DURING THE TERM OF YOUR REGISTRATION FOR THE SITE AND SERVICES, NOT INCLUDING ANY FINANCIALS GIFTS GIVEN TO NORTHPOLE.COM PRIOR TO THE CIRCUMSTANCES GIVING RISE TO SAID CLAIM.

IX. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT

Users are not permitted to infringe on the intellectual property of any other individual or organization. Northpole.com reserves the right to limit, suspend, or terminate the account of any user who, in Northpole.com’s discretion, is found to infringe on the intellectual property of another person or organization.

If you believe that your intellectual property, or the intellectual property of another on whose behalf you are authorized by law to act, has been infringed upon, please contact Northpole.com’s copyright agent in writing with the following information:

• A description of the intellectual property that you claim is being or has been infringed
• A description of where the claimed material is located or accessible on the Site, Content, or Services
• A statement of your good faith belief that the use of the material is not authorized by the owner of the material, said owner’s agent, or the law
• Your full name, address, telephone number, and valid email address
• A statement, made under penalty of perjury, that the information you provide pursuant to the requirements above is accurate and that you are the copyright owner, or someone authorized to act on said owner’s behalf
• Your signature, whether electronic or physical

Said notice should be sent to Northpole.com’s copyright agent by mail to Northpole Productions, LLC, 1300 Ridenour Blvd., Suite 210, Kennesaw, GA 30152, or by email to [email protected].

X. ARBITRATION CLAUSE AND CLASS ACTION WAIVER

THE FOLLOWING TERMS MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. ACCORDINGLY, PLEASE READ THIS SECTION CAREFULLY BEFORE CREATING AN ACCOUNT OR USING THE SERVICES.

A. Informal Dispute Resolution

Any questions, concerns, issues, or disputes you have regarding the Site, Content, or Services can be directed to our Customer Support Department by phone at 678.819.3812, or via our website. The Customer Support Department is able to resolve most questions, concerns, issues, and disputes quickly and to our users’ satisfaction. Northpole.com will, and you agree to, use best reasonable efforts to resolve any questions, concerns, issues, or disputes by good faith negotiation through the Customer Support Department, and the satisfaction of this requirement shall be a required condition to either party initiating arbitration, or any further legal action regarding the matter in question.

B. Binding Arbitration

In the event that negotiation through the Customer Support Department, as described above, fails to yield an agreeable solution within a period of thirty (30) days from the time informal dispute resolution is initiated, then either you or Northpole.com may initiate arbitration, which shall be the sole means to resolve the claim. Such arbitration shall be binding, and shall be subject to the terms set forth below.

The binding arbitration will take place in Atlanta, Georgia. Arbitration will be administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its rules and procedures. The arbitrator shall have exclusive authority to issue a final, binding resolution of all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use including, but not limited to any claim that these Terms are, in whole or in any part, void or voidable, or any claim that a dispute is not subject to arbitration. The arbitrator shall be authorized and empowered to grant any relief otherwise available in a court of law or equity. The arbitrator’s award shall be written, shall be binding on the parties, and may be entered as a judgment in any court of competent jurisdiction.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Northpole.com will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Northpole.com will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

C. Class Action Waiver

In addition to the above provisions of this Section, you hereby expressly agree that any arbitration shall by conducted in your individual capacity only, and not as a class action or other form of representative action. Both you and Northpole.com hereby expressly waive any right to file a class action lawsuit or to seek relief on a class basis. Any claims that you or Northpole.com bring against each other shall only be in your or its individual capacity, and not as a plaintiff or class member of any representative or class proceeding or lawsuit. If any arbitrator or court deems that the waiver set forth in this paragraph is void or otherwise unenforceable, then the arbitration provision set forth in this section shall be deemed null and void in its entirety with respect to the claim giving rise to that decision, and the parties shall no longer be obligated to arbitrate the dispute.

D. Exceptions to This Arbitration Provision

Notwithstanding the binding arbitration provision provided in this Section, either you or Northpole.com may bring an action in state or federal court to protect an intellectual property right, which includes any patent, copyright, trademark, or trade secret. This does not include any claim regarding privacy or publicity right, which are subject to the arbitration provision provided in this Section, above. Either you or Northpole.com may also seek relief in small claims courts for claims within the scope of that court’s jurisdiction.

E. Right to Opt Out of this Arbitration Provision

You have the right to opt out of the arbitration provision and class action waiver provided in this Section. If you choose to opt out, neither you nor Northpole.com will be bound by these arbitration terms. In order to opt out, you must send written notice of your decision to do so to Northpole Productions, LLC, 1300 Ridenour Blvd., Suite 210, Kennesaw, GA 30152. The notice must be sent within thirty (30) days of November 9, 2018, or within thirty (30) days of your first use of the Services, whichever is later. If you do not provide Northpole.com with written notice that you are exercising your right to opt-out within that time period, you will be bound to the arbitration clause and class action waiver provided in these Terms.

F. Changes to this Arbitration Provision

Northpole.com will provide Sixty (60) days’ notice of any changes to this section. Changes will become effective on the sixtieth day from the day of notice, and will apply prospectively only to any claims arising after that sixtieth day.

XI. GENERAL PROVISIONS

A. Entire Agreement

These Terms of Use, along with any additional terms, conditions, or rules of participation that Northpole.com implements and posts on the Site or Services, embodies the entire agreement and understanding between you and Northpole.com, and supersedes all previous agreements between you and Northpole.com related to the subject matter hereof. In the event that there are conflicting provisions between these Terms of Use and the additional terms, conditions, or rules of participation provided by Northpole.com, the latter will prevail the extent of the conflict.

B. Third Party Beneficiaries

You may not assign, or otherwise transfer any of your rights under these Terms of Use without prior written consent. You further agree that, except as otherwise expressly provided by these Terms, there shall be no third party beneficiaries to these Terms of Service.

C. Waiver, Severability, and Survival of Terms

The failure of Northpole.com to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any term or provision of these Terms of Use is held to be void or unenforceable, that term or provision will be severed from the Terms. In such event, the balance of the Terms of Use will survive, and will remain enforceable in accordance with its provisions. In the event than a term or provision is deemed invalid or unenforceable, you and Northpole.com both agree that the arbitrator or court hearing the matter should endeavor to give effect to the intentions reflected in that provision.

The following provisions of the Terms of Service survive any termination of these Terms, whether such termination is caused by Northpole.com or by you: CONDITIONS OF USE OF THE SERVICES (except for Paragraph A, Registration and User Accounts); INDEMNIFICATION; DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY; INTELLECTUAL PROPERTY RIGHTS; NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT; BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER; and GENERAL PROVISIONS.

D. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

E. Choice of Law

These Terms of Use and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of Georgia, without regard to principles of conflicts of law.

For any dispute not subject to the arbitration provision of these Terms, you and Northpole.com agree to submit to the exclusive personal jurisdiction and venue of the federal and state courts located in Atlanta, Georgia, and hereby waive any and all jurisdictional and venue defenses otherwise available. You further agree to accept service of process by mail.

F. Construction

The headings of the Sections hereof are solely for convenience of reference and are not part of these Terms of Use. As used herein, each gender includes each other gender, and the singular includes the plural and vice versa, as the context may require. The use of the “or” in this Agreement carries the inclusive meaning of the word, which includes both “and” and “or.” All references to Sections, Subsections, or Paragraphs are intended to refer to the sections, subsections, or paragraphs of these Terms, except as otherwise indicated.

G. Communications

Any questions, complaints, concerns, and claims with respect to the Site, Content, or Services may be directed to Northpole.com by using the relevant contact information set out in the Terms, above.