Version Date: August 22, 2016
This Agreement applies to your use of all content (including, without limitation, courses, tests, text, information, graphics, audio, animation, video, content, concepts, software, data, databases, reports, materials, user interfaces, photographs, drawings, characters, features, functionality, navigation, look and feel, outlines, designs, artwork, training materials and associated documentation, trademarks, trade names, trade dress and logos) made available by the MSRB (“MSRB Content”) on the csod.com website, including all subdomains and areas thereof (the “Site”), as well as the services, software and applications provided online and/or made available through or in connection with the services on the Site (all of the preceding, collectively, the “Services”). Your use of the MSRB Content, and of the Site and/or the Services, is governed by this Agreement, regardless of how you access the Site or the Services (for example, through the Internet or on a mobile device).
1. Acceptance of Agreement. You may only use the MSRB Content, the Site and/or the Services if you agree to this Agreement. MSRB reserves the right to modify this Agreement from time to time, without prior notice, and a revised version of this Agreement shall be effective as of its posting on the Site. Your access to or use of the MSRB Content, the Site or the Services acknowledges that you read, understand and accept this Agreement and conclusively shall constitute your agreement to be bound by it. Your continued use after the posting of a revised version of this Agreement conclusively shall constitute your acceptance of and agreement to it. Changes in a revised version shall not apply to any dispute between you and MSRB that arose before the date the revised version including those changes was posted on the Site. By accessing or using the MSRB Content, the Site or the Services, you affirm that you are of legal age to enter into this Agreement.
2. Modification and Discontinuance. At any time, without notice and in its sole discretion, MSRB may modify, suspend or discontinue the MSRB Content, the Site or the Services, or any part of the MSRB Content, the Site or the Services. MSRB shall have no liability to you or to any third party for any such modification, suspension or discontinuance.
3. Payment; NO REFUND POLICY. Courses offered as part of the Services are available to you in exchange for a fee (provided, that certain users who are authorized users under their employer’s/other entity’s Bulk Subscription (as defined in Section 6) may have fees paid for by their employers/other entity). You may purchase courses by following the directions on the Site. If you purchase a course, you agree to pay the then-current applicable fee for it listed on the Site (the “Course Fee”). Course Fees are not refundable. MSRB reserves the right, at any time, to change Course Fees (or other fees, if any) at any time without prior notice.
MSRB may use third-party suppliers and service providers to provide e-commerce functionality on or through the Site/in the Services. If you wish to purchase any product or service from MSRB, including courses, through the Site or the Services (each purchase, a “Purchase Transaction”), you may be asked to supply information relevant to your Purchase Transaction, including your credit card number and security code, the expiration date of your credit card and your billing address. By submitting such information, you grant to MSRB the right to provide such information to third parties for purposes of facilitating the completion of Purchase Transactions initiated by you or on your behalf. Verification of information may be required before the acknowledgment or completion of any Purchase Transaction. You hereby authorize MSRB to bill your credit card for the Course Fees, and represent and warrant that you have the legal right to use such credit card. AS NOTED ABOVE, PURCHASE TRANSACTIONS (COURSE FEES) SHALL BE NON-REFUNDABLE.
MSRB reserves the right, without prior notice, to impose conditions on the honoring of any coupon, coupon code, promotional code or other similar promotions relating to Course Fees; to bar any user from making any or all Purchase Transaction(s); and/or to refuse to provide any user with any product or service.
Unless otherwise stated, all Course Fees are in U.S. dollars. You are responsible for payment of any applicable taxes.
5. Content Stored in U.S. The Site and Services are provided from the United States. By accessing and using the MSRB Content, the Site and/or the Services, you understand and consent to the storage and processing of information, including personal information, in the United States. The MSRB Content, the Site and the Services are not intended to subject MSRB to the laws or jurisdiction of any country or territory other than that of the United States. MSRB does not represent or warrant that the MSRB Content, the Site or the Services or any part them is appropriate or available for use in any particular jurisdiction. In choosing to access the MSRB Content, the Site or the Services, you do so on your own initiative and at your own risk, and you are responsible for complying with all applicable local or other laws, rules and regulations.
6. Registration; User ID and Passwords. You must register to use the MSRB Content, the Site or the Services. In connection with registering, you will enter a user id and choose a password. Your user id and password are for your personal use only and may not be transferred or shared, and you must keep them confidential. You are solely responsible for all activities (whether or not authorized by you) that occur using your user id and password, and you are solely responsible for maintaining your user id and password in a secure manner. You agree to provide accurate, complete and current information in registering and to maintain and promptly update it to keep it accurate, complete and current. If MSRB suspects that you have not done so, it may suspend or terminate your access to the MSRB Content, the Site or the Services. You shall immediately notify MSRB of any unauthorized access or use of your account.
Certain users of the Site or the Services access the Site as an authorized user under their employer’s or other entity’s bulk subscription agreement with MSRB (a “Bulk Subscription”). If you are such a user and you are no longer employed by or otherwise covered/authorized for access by such entity, you must cease accessing/using the Site or the Services under that Bulk Subscription. Any access of the Site or the Services after you are no longer authorized to do so under a Bulk Subscription will constitute unauthorized access in violation of this Agreement.
7. Use Restrictions. You shall use the MSRB Content, the Site and the Services only for the purposes for which MSRB makes them available and only in the manner authorized by this Agreement. The MSRB Content, the Site and the Services are for your personal use, and your right to access and use them is not transferable. You may only view the MSRB Content, the Site and the Services, except to the extent that limited functionality (such as printing generated reports) is made available to you in the Services, subject to the provisions of this Agreement (including the provisions in this Section and in “Copyright and Trademark Rights” below). Except as explicitly provided in this Agreement, you may not and shall not copy, print, store, transmit, display, broadcast, publish, reproduce, modify, create derivative works of, or distribute, redistribute, sell, resell, license, rent, lease or otherwise transfer (either in printed or electronic format) or exploit any MSRB Content, in whole or in part, without MSRB’s prior written permission, or any access to or use of the MSRB Content. Further, you may not modify, adapt, make derivative works of, translate, decompile, disassemble, reverse engineer, reverse assemble or otherwise exploit the Site or the Services, or access to or use of the Site or the Services, without MSRB’s prior written permission. In furtherance, and not in limitation of the foregoing, you are prohibited from using MSRB Content to develop or create course content, whether offered via a learning management system or otherwise made available, either commercially or free of charge.
In your use of the MSRB Content, the Site and/or the Services, you are responsible for all activity occurring in your account and you shall comply with all applicable laws, rules and regulations, including United States and foreign laws, that may apply to your use of the MSRB Content, the Site and/or the Services.
You also agree that you will not:
- use (or allow others to use) any data mining, crawling or similar automated data gathering or extraction methods (or any manual process) to access, monitor or copy any portion of the MSRB Content, the Site or the Services or otherwise systematically download or store content from the Site or the Services.
- violate the restrictions in any robot inclusion headers on the Site or in any way bypass or circumvent any other measures employed to limit or prevent access to the Site or its content or violate the security of the Site or attempt to gain unauthorized access to the Site, materials or services accessible through the Site or to any computer systems or networks or personal information, whether through hacking, password mining or any other means.
- take any action that imposes an unreasonable or disproportionately large load on the Site or in any way compromises the content, speed or functionality of the Site or that introduces a virus or other malware to the Site or the Services, including to interrupt, destroy, limit or otherwise negatively affect the Site or servers or networks connected to it.
- restrict, inhibit or interfere with use of the Site or the Services by any other person (including by hacking or defacing the Site).
- make use of any trademarks, service marks, trade names or logos appearing in the MSRB Content or on the Site or in the Services, or remove any copyright or other proprietary notices in the MSRB Content.
- infringe, misappropriate or violate the rights of any third party by your submission to MSRB of any information.
Additionally, you acknowledge and agree that you (and not MSRB) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the MSRB Content, the Site or the Services, and paying all charges related thereto.
8. Copyright and Trademark Rights. The MSRB Content is the property of the MSRB and is protected by copyright under the laws of the United States and other countries. All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs used in the Services, whether or not appearing in large print or with the trademark symbol, belong exclusively to MSRB or its licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of MSRB, its affiliates, or any third party. You shall promptly notify MSRB at email@example.com if you know or suspect that someone has infringed MSRB’s or its licensors’ intellectual property.
“Municipal Securities Rulemaking Board” and “MUNIEDPRO”, "Electronic Municipal Market Access" and "EMMA" and related logos are the trademarks, service marks or trade names of Municipal Securities Rulemaking Board. You are not authorized to use these marks, names or logos.
By agreeing to this Agreement, you (i) acknowledge that the MSRB Content is Copyright © 2016 by the Municipal Securities Rulemaking Board, (ii) further acknowledge that the MSRB owns the copyright in the MSRB Content under the laws of the United States and other countries, and has reserved all rights in that work, and (iii) agree that you will not reproduce, distribute, alter or display the work in any form or by any means without the express written permission of the MSRB.
9. Use of Content Supplied by You. The Site or the Services may make available functionality through which you are able to post, send or make information available to the MSRB and/or to other users. If you provide MSRB (or its contractors or agents) with any information, including evaluations, ratings, feedback, questions, comments or suggestions, it shall not be deemed confidential, and MSRB has no obligation to keep it confidential. For any and all information you provide through or in connection with the Site or the Services, you hereby grant to MSRB a world-wide, royalty-free-fully paid up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable license, without additional consideration to you or any third party, to reproduce, use, disclose, display, distribute, adapt, modify or otherwise use and exploit such information, in any format or media now known or hereafter developed, and for any purpose. You hereby represent and warrant that you have all necessary rights to grant the preceding license. MSRB may use such information that you provide for any purpose whatsoever, including using (i) feedback, ideas, concepts or suggestions to modify or develop courses, products and services based on or containing such information and (ii) aggregated and statistical data derived from Site/Services usage. Moreover, in certain circumstances, in light of MSRB’s statutory obligations and role as a self-regulatory organization, MSRB may be obligated to share information provided by you with other governmental or regulatory organizations or agencies.
10. Disclaimers and Limitation of Liability.
THE MSRB CONTENT, THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. MSRB EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MSRB CONTENT, THE SITE AND THE SERVICES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOUR USE OF THE MSRB CONTENT, THE SITE AND/OR THE SERVICES IS AT YOUR SOLE RISK, and you shall bear all risk, related costs and liability and be responsible for your use. MSRB assumes no responsibility for any intentional or unintentional error, omission, inaccuracy, incompleteness, unavailability, interruption, delay, slow streaming, slow downloading speed, or unauthorized access in or with respect to the MSRB Content, the Site or the Services or for the consequences thereof. MSRB and its directors, officers, employees, agents, consultants, contractors, service providers and licensors shall have no liability in tort, contract, or otherwise to you or any third party for any reason associated or in connection with, resulting from or arising out of your use of the MSRB Content, the Site or the Services.
Several factors, such as your location and the speed of your Internet connection, may affect the quality (e.g., the resolution) of streaming content, as well as the download speed of downloadable content.
MSRB WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY), INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES OR FOR SECURITY OF INFORMATION YOU PROVIDED OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE MSRB CONTENT, THE SITE OR THE SERVICES IS TO STOP USING THE MSRB CONTENT, THE SITE OR THE SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF MSRB FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO MSRB TO ACCESS AND USE THE MSRB CONTENT/SITE/SERVICES. THE PRECEDING LIMITATION OF LIABILTY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
The MSRB Content is designed to provide practical and useful information on the subject matter covered. IT IS NOT INTENDED TO PROVIDE, AND DOES NOT CONSTITUTE, INVESTMENT, TAX, BUSINESS, LEGAL OR OTHER ADVICE. IF YOU BELIEVE YOU REQUIRE EXPERT ASSISTANCE, YOU SHOULD SEEK SERVICES OF A COMPETENT PROFESSIONAL. MSRB EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN (BY YOU OR OTHERS) OR NOT TAKEN BASED ON ANY MSRB CONTENT OR IN CONNECTION WITH THE SERVICES.
THE FACT THAT YOU HAVE TAKEN A COURSE ON THE SITE WILL IN NO EVENT BE CONSTRUED TO BAR, PRECLUDE, LIMIT OR OTHERWISE AFFECT INVESTIGATIONS, ENFORCEMENT PROCEEDINGS AND/OR DISCIPLINARY MATTERS (INCLUDING THE IMPOSITION OF FINES) OR CLAIMS, SUITS OR OTHER LEGAL ACTION AGAINST YOU OR OTHER THIRD PARTIES INVOLVING VIOLATIONS OF LAWS, RULES OR REGULATIONS, INCLUDING MSRB RULES. MSRB SHALL HAVE NO OBLIGATION TO THIRD PARTIES TO RESPOND TO ANY REQUEST FOR INFORMATION ON WHETHER YOU COMPLETED OR PASSED A COURSE OR TO PROVIDE OTHER SIMILAR INFORMATION (OTHER THAN AS MAY BE REQUIRED BY LAW, RULE, REGULATION, SUBPOENA OR OTHER LEGAL PROCESS OR IN RESPONSE TO A REGULATOR’S OR GOVERNMENTAL AUTHORITY’S REQUEST, AND MSRB MAY PROVIDE INFORMATION ON COMPLETION, PASSING OR OTHER MATTERS PURSUANT TO OR IN CONNECTION WITH A BULK SUBSCRIPTION IF YOU ARE AN AUTHORIZED USER UNDER SUCH BULK SUBSCRIPTION).
UNDER NO CIRCUMSTANCES WILL MSRB BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF, RELATING TO OR IN CONNECTION WITH INFORMATION POSTED ON OR PROVIDED THROUGH THE SITE BY YOU OR ANY OTHER USER OR ANY INTERACTIONS BETWEEN USERS OF THE SITE. YOU POST INFORMATION ON THE SITE AT YOUR OWN RISK. IN FURTHERANCE, AND NOT IN LIMITATION OF THE PRECEDING, MSRB SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DEFAMATORY OR OFFENSIVE CONDUCT OF ANY THIRD PARTY.
11. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless the MSRB and its directors, officers, employees, consultants, contractors, service providers and agents from and against all suits, actions, proceedings, claims, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of, relating to or in connection with: (a) your use (or misuse) of and access to the MSRB Content, the Site and/or the Services; (b) any violation of this Agreement by you; (c) any violation of applicable law, rule or regulation by you; (d) any claim that any information provided by you to MSRB in connection with this Agreement and/or the MSRB Content, the Site or the Services caused damage to, infringed upon, misappropriated or otherwise violated the rights of a third party, including infringement, misappropriation or other violation of third party intellectual property rights, or violation of any right of privacy; and/or (e) any dispute that you have with any third party providing goods and services available through the Site or the Services. MSRB reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MSRB in asserting any available defenses and in the conduct of such defense.
12. Leaving the Site; Links to Other Sites. After leaving the Site, whether via a link on the Site or through use of your web browser or other navigational tool, the information you view on other websites is not provided by MSRB (unless it is on either of the following two MSRB websites: www.msrb.org or www.msrb.emma.org, which two MSRB websites, accordingly, are not considered third party websites for purposes of this paragraph but which have their own separate Terms and Conditions of Use). MSRB has no control over, and does not review, approve or monitor, third party websites and is not responsible for their content. MSRB makes no guarantees, representations or warranties as to any content, accuracy or any other aspects of third party websites. A link to a third party website does not imply sponsorship, approval, affiliation or endorsement by the MSRB of the linked third party website or of that third party’s products or services. You use links to third party websites at your own risk, and MSRB shall not be responsible or liable, directly or indirectly, for any damage or loss cause or alleged to have been caused by, relating to or in connection with use of or reliance on any third party websites, or content or goods/services available on or through any third party websites.
13. Violations of these Terms and Conditions of Use. The remedies available to MSRB in this Agreement are cumulative and in addition to any others available to MSRB. MSRB may seek all remedies available to it at law and in equity for any violation of this Agreement. MSRB may suspend, terminate or block your access to the Site for any violation. Further, your violation of this Agreement shall be considered a breach of contract. MSRB may investigate suspected violations. MSRB may cooperate with: (a) law enforcement authorities in the investigation of suspected criminal violations; (b) system administrators at Internet service providers, networks or computing facilities; and (c) third parties, including its services providers and/or vendors, in order to enforce this Agreement. Such cooperation may include the MSRB providing your email address or other identifying information to law enforcement authorities, system administrators, vendors or other third parties. Notwithstanding anything to the contrary contained in this Agreement, MSRB may disclose any information (including personal information) MSRB thinks necessary or appropriate to comply with applicable law, rule, regulation, subpoena, court order or other legal process or governmental or regulatory request.
14. Termination. This Agreement commences on the date of acceptance (as described in the first and second paragraphs of this Agreement and in Section 1 of this Agreement) and shall remain in effect until terminated in accordance with its terms. MSRB may terminate or suspend your access to or use of the MSRB Content, the Site or the Services, at any time and for any reason, including if MSRB believes that you have breached this Agreement or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to access or use the MSRB Content, the Site and the Services will immediately cease. Termination of your access to or use of the MSRB Content, the Site or the Services may be effected without prior notice, and MSRB may immediately deactivate or delete your user id and password, and all related information and files associated with it, and/or bar any further access to such information or files. MSRB shall not be liable to you or any third party for any termination of your access to the MSRB Content, the Site or the Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Provisions which by their nature should survive any termination of this Agreement or of your access to our use of the MSRB Content, Site or the Services shall survive, including this sentence and Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,15, 16, 18 and 20 .
15. Force Majeure. MSRB shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargo, strikes, acts of civil or military authorities, fire, flood, accidents, power outages or energy or materials shortages.
16. Governing Law; Arbitration; Statute of Limitations. This Agreement shall be governed by, interpreted under and construed in accordance with federal law and the laws of the District of Columbia, without regard to any principles of conflicts of law.
All disputes, claims or controversies arising out of, relating to or in connection this Agreement, the Site or the Services shall be resolved by arbitration held in Washington, DC in accordance with the commercial rules of the American Arbitration Association ("AAA") then in effect, by a single arbitrator chosen by the parties from a list of arbitrators provided by the AAA. If the parties cannot agree upon an arbitrator from the AAA within thirty (30) calendar days of a written demand for arbitration, the AAA shall choose the arbitrator in accordance with its rules. Each party shall bear its own costs for such arbitration regardless of outcome. In the event that arbitration is unavailable for any reason, each of the parties hereby agrees that any action arising out of, relating to or in connection with this Agreement and/or the Site or the Services shall be brought in a court of competent jurisdiction located in Washington, DC and further irrevocably submits to the exclusive jurisdiction of such court and waives any objection to jurisdiction and venue (including on the basis of forum non-conveniens). BY YOUR ACCESS TO OR USE OF THE MSRB CONTENT, THE SITE OR THE SERVICES, YOU AGREE THAT YOU WAIVE YOUR RIGHT TO TRIAL BY A JURY. BY YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE SITE OR THE SERVICES, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATOR'S DECISION SHALL FOLLOW THIS AGREEMENT AND SHALL BE FINAL AND BINDING. THE ARBITRATOR SHALL HAVE AUTHORITY TO AWARD TEMPORARY, INTERIM OR PERMANENT INJUNCTIVE RELIEF OR RELIEF PROVIDING FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT, BUT ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE INDIVIDUAL CLAIM BEFORE THE ARBITRATOR. THE AWARD RENDERED BY THE ARBITRATOR MAY BE CONFIRMED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING THE PRECEDING, (I) NOTHING IN THIS PARAGRAPH SHALL LIMIT THE ABILITY OF A PARTY TO SEEK AN INJUNCTION OR OTHER EQUITABLE RELIEF IN ANY COURT HAVING JURISDICTION AND (II) A JUDGMENT IN ANY SUCH DISPUTE, CLAIM, CONTROVERSY OR SUIT MAY BE ENFORCED IN OTHER COURTS IN OTHER JURISDICTIONS OR IN ANY OTHER MANNER PROVIDED BY LAW.
You acknowledge that any breach of Sections 7 or 8 would cause immediate and irreparable harm to MSRB for which monetary damages could not adequately compensate and that, in addition to all other remedies available at law or in equity, MSRB shall be entitled to injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.
You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of, relating to or in connection with this Agreement or use of the Site or the Services must be filed by you within one (1) year after such claim or cause of action arose or it shall be forever barred.
17. Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site or the Services, please contact MSRB by writing to Ritta McLaughlin at Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005, or by calling MSRB at (212)838-1500. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
18. Entire Agreement. This Agreement, together with the Privacy Statement and, if applicable/if any, the Bulk Subscription of your employer/other entity which covers your use as an authorized user of the MSRB Content, the Site and the Services, constitutes the entire agreement between you and MSRB relating to your use of the MSRB Content, the Site and the Services, superseding any and all prior or contemporaneous written or oral agreements or understandings between you and MSRB relating to such subject matter. You also are subject to additional terms and conditions of Cornerstone OnDemand, Inc. and may be subject to additional terms, conditions and agreements required by third parties providing software and other goods and services on or through the Site or the Services.
19. Notices. Notices to you may be given by posting to the Site or otherwise through the Services, or by e-mail to the email address you specified in your registration, or by overnight courier or regular mail to the mailing address that you specified in your registration, in MSRB's discretion. When posted on the Site notices of changes may be displayed or links to such notices may be provided.
20. Miscellaneous. You may not assign or transfer this Agreement, or assign, transfer or sublicense any or all of your rights or obligations under this Agreement, and any attempted prohibited assignment, transfer or sublicense shall be null and void. MSRB may assign or transfer this Agreement, or assign, transfer or sublicense any or all of its rights or obligations under this Agreement, without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, provision shall be excluded and all other terms and conditions of this Agreement shall remain in full force and effect; the Agreement shall be construed so as to effect the original intent of the parties as closely as is possible. Any heading or section title contained herein is for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. The terms “include” and “including” are deemed to include the phrase “without limitation” immediately thereafter. The governing language of this Agreement is English (which shall prevail over any other language used in a translation of it).