Terms and Conditions of Certification and License
I understand that the following terms and conditions apply to the NapNic, LLC dba Corporate Consultant Certification Board (“3C Board”) Certification and License to use the Certification Marks (as defined below). I agree to all the following provisions:
a. Grant of License and Certification. Upon my acceptance of and agreement to be bound by these Terms and Conditions of Certification and License (including the Standards and Policies incorporated into these Terms by reference) (“Terms”), and 3C Board’s determination that I have (1) satisfied 3C Board’s initial certification requirements, (2) submitted a properly completed Certification Application and, when applicable, Renewal Application (collectively, “Application”), (3) satisfied the initial certification period requirements and, when applicable, continuing education requirements, and (4) paid my annual certification fee (collectively, the “Certification and License Standards”), 3C Board certifies me as having satisfied 3C Board’s requirements for certification (“Certification”), and grants to me a limited, personal, non-transferable, non-sub licensable, royalty- free, non-exclusive, revocable license (“License”) to use the Certification Marks (as defined below in this paragraph) solely in connection with the promotion and conduct of the offering of financial planning services (the “Services”) I perform in the United States and its territories and possessions in relation to my Certification. No rights are granted with respect to the Certification Marks other than as explicitly granted herein. 3C Board reserves all rights other than those explicitly granted herein. “Certification Marks” shall mean the certification marks owned by 3C Board in the United States, namely, 3C™, and CERTIFIED CORPORATE CONSULTANT™. The term “Certification Marks” does not include, and my License does not grant me, right, title, or interest in or to any other trademark, service mark, logo, or trade name of 3C Board.
b. Term of Certification and License. My Certification and License exists solely for the initial one-year certification period and, when applicable, each certification renewal annual period, as defined by 3C Board (collectively, the “Applicable Certification Period”), unless earlier relinquished, revoked, or terminated in accordance with these Terms. At the end of the Applicable Certification Period, if my Certification and License is not renewed, my Certification expires and my License automatically terminates. If my License expires, is relinquished, revoked, or terminated, I must immediately cease all use of the Certification Marks. I understand that my use of the Certification Marks following relinquishment, expiration, revocation, or termination of my License constitutes infringement of 3C Board’s rights, and that 3C Board is entitled to pursue all legal and equitable remedies for such infringement.
c. Restrictions on Use. Without limiting the other terms and restrictions set forth in these Terms, unless otherwise approved by 3C Board’s Chief Executive Officer (“CEO”) in writing, I will not, directly or indirectly: (1) use the Certification Marks in conjunction with the promotion and/or provision of any services, or in any other way, outside the United States, other than Incidental Use (as defined below in this paragraph), (2) use the Certification Marks in conjunction with the sale of any tangible goods or of any services that do not relate to my Certification, (3) state or imply that 3C Board has made a determination on the merits or quality of any education, testing, or review program with which I may be associated, or sponsors or otherwise endorses any particular services I may offer, (4) certify, sublicense, or otherwise grant to any other individuals or entity the right to use the Certification Marks, (5) use the Certification Marks in a manner that implies another individual or entity is qualified to use the Certification Marks, (6) use the Certification Marks in violation of 3C Board’s Standards and Policies (defined below), or in any manner that is false or misleading, (7) use the Certification Marks in violation of any laws and regulations, or (8) use the Certification Marks in an manner beyond that which is expressly authorized by these Terms (collectively, “Restrictions on Use of the Certification Marks”).
“Incidental Use” shall mean (i) use of the Certification Marks outside the United States for (a) providing educational materials or information containing the Certification Marks at conferences, seminars, or similar events outside the United States, provided that the material or information identifies the United States as the country of my Certification and License; (b) authoring articles and other similar educational materials (excluding marketing brochures and the like) containing the Certification Marks for distribution to multiple countries that include the United States, provided that such materials identify the United States as the country of my Certification and License; (c) using the Certification Marks on a web site that is not specifically targeted at, but is viewable from, outside the United States; and (d) distributing business cards containing the Certification Marks to other individuals who have a license to use the Certification Marks while temporarily traveling outside the United States; (ii) other uses of the Certification Marks that are not materially different from the uses identified in subparagraph (i) of this paragraph; or (iii) identifying myself as having been certified in the United States without using the Certification Marks, such as “I am certified to advise on United States corporate matters by the United States affiliate of the Corporate Consultant Certification Board. (“3C Board”).” Notwithstanding the foregoing, in no event shall Incidental Use include any use of the Certification Marks that (a) is part of a business solicitation or marketing effort, either by me or through a third party on behalf of me directed towards persons or entities outside the United States; (b) is in connection with the proposed or actual delivery of services outside the United States; or (c) constitutes trademark infringement outside the United States of any 3C or CERTIFIED CORPORATE CONSULTANT marks, and any other mark that, if it were owned by someone other than 3C Board, would be deemed confusingly similar to any of the foregoing, or any replacement or substitution therefor, including any application or registration therefore, owned or controlled by either 3C Board, regardless of whether such marks are registered as trademarks, service marks, or certification marks.
e. Protection of the Certification Marks. I acknowledge the Certification Marks are valid marks, owned by 3C Board, and that 3C Board has the sole right, subject only to the express terms of any license granted by it, to control the use of the Certification Marks. 3C Board shall have the sole right to file applications to register, and to obtain registration for, the Certification Marks. I agree to cooperate fully with 3C Board in filing such applications and obtaining such registrations, including providing 3C Board with specimens of use of the Certification Marks and executing any documents requested by 3C Board, or in protecting, enforcing, and defending the Certification Marks. I will notify 3C Board in writing of any infringements, imitations, claims, or other problems with respect to the Certification Marks which may arise or otherwise come to my attention. 3C Board shall have the sole right, but not the obligation, to take any action on account of any such infringement, imitation, claim, or problem. I shall not institute any suit or take any other action on account of such infringements, imitations, claims, or problems without the prior express written consent of 3C Board’s CEO.
f. Ownership; Goodwill. I acknowledge 3C Board’s ownership of all right, title, and interest in and to the Certification Marks. Any goodwill resulting from my use of the Certification Marks will inure exclusively to the benefit of 3C Board. I will conduct my business in a way that does not adversely affect 3C Board’s reputation or goodwill. I will only display or use the Certification Marks as permitted in these Terms and 3C Board’s Standards and Policies, including but not limited to the Guide to Use of the 3C™ Certification Marks. I further agree not to: (1) challenge 3C Board as the sole, absolute, or exclusive owner of all right, title and interest in and to the Certification Marks and the goodwill associated therewith, (2) challenge the validity of this License, (3) register, use, adopt, or promote any mark that is confusingly similar to any trademark, service mark, logo, or trade name owned by 3C Board, any composite mark which uses all or a portion of the Certification Marks, or any of the Certification Marks, (4) take or encourage any action which would impair the rights of 3C Board in and to the Certification Marks, or impair the goodwill associated with the Certification Marks, or (5) infringe any trademark, service mark, logo, or trade name owned by 3C Board.
g. Disclaimer of Warranty. THE LICENSE TO THE CERTIFICATION MARKS IS PROVIDED ON AN “AS IS” BASIS. 3C BOARD DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OF TRADE, EMPLOYABILITY OR NON-INFRINGEMENT, EXCEPT TO THE EXTENT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 3C BOARD HAS NO DUTY OR OBLIGATION TO REGISTER, RENEW, OR OTHERWISE MAINTAIN ANY REGISTRATION FOR THE CERTIFICATION MARKS.
h. Quality Control. The nature and quality of all advertising, promotional, or other uses I make of the Certification Marks, and Services associated therewith, will conform to and comply with the quality and standards set forth in 3C Board’s Standards and Policies and all applicable laws and regulations. 3C Board has the right to monitor the manner in which I use the Certification Marks and the quality of Services associated therewith. Such monitoring may, at the election of 3C Board, be done in accordance with the procedures outlined in 3C Board’s Standards of Professional Conduct. 3C Board retains, at all times, the right to revoke my Certification and my License if 3C Board determines, in its sole discretion, that the quality, accuracy, or other characteristics of any of the Services fails to comply with these Terms, including but not limited to 3C Board’s Standards and Policies. Notwithstanding its ability to monitor my Services, 3C Board has no responsibility for, liability with respect to, or right to control or participate in, my provision of services, my representations with respect to such services, or the agreements into which I enter.
i. Authorization to Review Background. I hereby authorize 3C Board and its agents and representatives to review my background, which may include, but is not limited to (1) the review of criminal history records from any criminal justice agency in any or all federal, state, and county jurisdictions, (2) the review of regulatory history records from any regulatory or self-regulatory agency or organization, (3) the review of public records, and (4) interviews of third parties concerning, among other things, my professional background and record, regulatory history, and integrity and fitness to use the 3C™ marks.
j. Consent to Enforcement and Release of Information. I understand and agree that 3C Board has the authority to discipline me in accordance with these Terms, including 3C Board’s Standards of Professional Conduct, for acts or omissions that 3C Board determines, in its sole discretion, constitute grounds for discipline. I understand and agree that I may be subject to discipline by 3C Board for any act or omission that occurs between the date that I first have a Certification or License through the last date that I have a Certification or License, including dates during that interval when I do not have a Certification or License, as well as for any act or omission that occurs in connection with my communications with 3C Board, regardless of the date those communications occur. I understand and agree that 3C Board has the authority to require that I pay, as a condition of my Certification and License, the fees, costs, or other amounts associated with any Order to Show Cause or Complaint brought, or any discipline imposed, against me pursuant to 3C Board’s Standards of Professional Conduct. 3C Board may impose a form of private discipline or public discipline. I understand and agree that if 3C Board imposes a form of public discipline against me, including but not limited to a Public Letter of Admonition, Interim Suspension, Automatic Interim Suspension, Suspension, Revocation, or Administrative Order of Revocation, 3C Board shall have the right to issue a press release or any other form of publicity that identifies me and the form of discipline, and contains some or all of the facts, as 3C Board has determined them to be, that 3C Board has determined are relevant to the discipline, including information which otherwise may be private or confidential under 3C Board’s Standards and Policies.
k. Cooperation. I agree to fully cooperate with 3C Board with respect to any potential ground for discipline, including but not limited to any investigation or disciplinary proceeding initiated by 3C Board pursuant to 3C Board’s Standards of Professional Conduct. My cooperation shall include, but not be limited to, providing to 3C Board all documents, statements, testimony, answers, responses, and other information under my control (collectively, “Information”) that 3C Board requests, including but not limited to Information that is in my possession or in the possession of any person or entity that I control, either directly or indirectly (collectively, “Controlled Persons”), and requiring Controlled Persons to provide to 3C Board the Information that 3C Board requests. I agree to demonstrate, upon 3C Board’s request, that I have complied with the requirements of this paragraph.
l. Voluntary Relinquishment of Certification and Termination of License. I may voluntarily relinquish my Certification and terminate my License at any time by submitting written notice to 3C Board. A written notice that voluntarily relinquishes my Certification or terminates my License, but not both, shall both voluntarily relinquish my Certification and terminate my License. A voluntary relinquishment of Certification and termination of License shall not take effect until 3C Board processes the relinquishment and termination and updates 3C Board’s records accordingly (“Effective Date of Relinquishment”). On the Effective Date of Relinquishment, my Certification is revoked, my License terminates, and I shall discontinue using the Certification Marks. My voluntarily relinquishment of my Certification and termination of my License does not relieve me of any indebtedness or any other obligation that I may have to 3C Board.
m. Revocation of Certification and Termination of License. Should 3C Board determine, in its sole discretion, that I have failed to comply with these Terms (including but not limited to the Certification and License Standards, Restrictions on Use of the Certification Marks, and 3C Board’s Standards of Professional Conduct), 3C Board may, in its sole discretion, revoke my Certification and terminate my License, take any action permitted by 3C Board’s Standards and Policies, and/or take other action permitted by law. Should 3C Board determine, in its sole discretion, that I have misused the Certification Marks, I understand and agree that such action may cause irreparable harm, and at and in accordance with 3C Board’s direction, I will immediately stop using the Certification Marks or change the manner in which I use the Certification Marks so that I am not misusing the Certification Marks. I understand 3C Board may have additional rights under applicable law with respect to the Certification Marks, and that the remedies provided under these Terms are in addition to, and not in lieu of, 3C Board’s other rights.
n. Intellectual Property. I understand that I may not alter or amend the documents, templates, e-mails, and/or any other branded 3C Board material so as to remove any mark belonging to 3C Board, for any purpose, whether personal or business-related. I acknowledge that the licensed use of these items is entirely contingent upon my current Certification by 3C Board, and that my use must immediately discontinue in the event that my Certification lapses for any reason.
o. Retention of Jurisdiction. Notwithstanding any expiration, relinquishment, revocation, or termination of my Certification and License, I shall continue to be subject to any form of discipline available under these Terms, including 3C Board’s Standards of Professional Conduct, provided that 3C Board shall file any Complaint against me under 3C Board’s Standards of Professional Conduct no later than five (5) years after the last date that I have a Certification or License.
p. Waiver and Release. In consideration for 3C Board processing my Application, I hereby and forever waive and release 3C Board, its directors, officers, employees, volunteers, representatives, agents, and others acting on its behalf or at its discretion (collectively, “Released Parties,” and individually, a “Released Party”) from any and all actions, claims, and demands, of any kind whatsoever, arising out of or relating to these Terms (excluding actions, claims, and demands against 3C Board arising out of or relating to the enforcement or application of 3C Board’s Standards of Professional Conduct) (collectively, “Released Claims”), except to the extent that the Released Claims are based upon the willful misconduct or gross negligence of the person or entity against whom it was raised. To the extent applicable, and particularly if I reside in California, I expressly waive any benefits that California Civil Code section 1542 or any other laws, legal decisions and/or legal principles of similar effect might provide to me now or in the future, and agree that the releases provided above extend to all claims, whether or not claimed or suspected by me, subject to the representations and warranties provided by the parties herein. California Civil Code section 1542 (to the extent such section is applicable) reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
I represent and certify that I have read the provisions of California Civil Code section 1542, and that the effect and import of those provisions have been explained to me by my own counsel. I further acknowledge and agree that this waiver of rights under California Civil Code section 1542 has been separately bargained for and is an essential and material term of these Terms, and, without such waiver, these Terms would not have been entered into. I understand that the facts with respect to which these Terms are given may hereafter prove to be different from the facts as I now know them or believe them to be, and I hereby accept and assume the risk thereof and agree that these Terms shall be and shall remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. I understand and acknowledge the significance and consequence of such specific waiver of unknown claims and hereby assume full responsibility for any injuries, damages, losses or liabilities that I may hereinafter incur or discover from the waiver of these unknown claims.
q. Indemnification. I covenant and agree to defend, indemnify, and hold harmless 3C Board, its directors, officers, employees, volunteers, representatives, agents, and others acting on its behalf or at its discretion (collectively, “Indemnified Parties,” and individually, “Indemnified Party”) from any and all actions, claims, and demands, of any kind whatsoever, brought or threatened by any third parties or governmental entities (“Claimant”), and from any judgments, awards, damages, and costs and expenses (including reasonable fees of attorneys and other professionals), arising out of or relating to: (1) any actual or alleged misrepresentation or omission by me in my Application or actual or alleged breach by me of these Terms, (2) any actual or alleged failure by me or my authorized agents to abide by 3C Board’s Standards and Policies, (3) any actual or alleged failure by me or my authorized agents to comply with applicable laws, (4) any of my acts or omissions, including, without limitation, the services provided by me or those acting on my behalf or at my discretion, (5) any unauthorized representation, warranty, agreement or the like, express or implied, made or alleged to have been made by me or my authorized agents to or with any third party with respect to any acts or omissions, or (6) actual or alleged acts or omissions by me in connection with the use of the Certification Marks or the Services offered by me using the Certification Marks (collectively, “Indemnified Matters, and individually, an “Indemnified Matter”). Promptly upon the existence of any such claim, I will confirm my intention to defend. Whether or not I confirm my intention to defend, I agree that each of the Indemnified Parties, at their sole discretion, shall have the right to retain counsel of their choice to represent them in the defense or settlement of any Indemnified Matter, without prejudice to my obligation to indemnify all resulting costs and expenses (including reasonable fees of attorneys and other professionals). I further agree that I may settle an Indemnified Matter only if that settlement (a) does not entail an admission on the part of an Indemnified Party that an Indemnified Party violated any law or infringed the rights of any person, (b) has no effect on any other claims against an Indemnified Party, (c) is paid for entirely by me, (d) requires the Claimant to release the Indemnified Parties from all alleged liability, and (e) does not impose any obligation on an Indemnified Party to which the Indemnified Party objects.
r. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL 3C BOARD’S LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL PUNITIVE, OR ANY OTHER KIND OF DAMAGES, INCLUDING WITHOUT LIMITATION ATTORNEY’S FEES, LOSS OF BUSINESS, REVENUE, PROFITS OR OTHER ECONOMIC ADVANTAGE, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND DEFAMATION), OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO (1) MY APPLICATION AND/OR THESE TERMS, (2) THE RELINQUISHMENT, REVOCATION, AND/OR TERMINATION OF MY CERTIFICATION AND/OR MY LICENSE, (3) MY USE OF, AND/OR INABILITY TO USE, ANY OF THE CERTIFICATION MARKS, (4) THE ENFORCEMENT OR APPLICATION OF 3C BOARD’S STANDARDS AND POLICIES, (5) DISCIPLINE AND/OR THE IMPLEMENTATION OF DISCIPLINE, IN ANY FORM, AND (6) 3C BOARD’S RELEASE OR DISCLOSURE OF ANY INFORMATION, WHETHER THE INFORMATION IS OR WAS CONFIDENTIAL, PRIVATE, OR OTHERWISE, EXCEED $1,000, EXCLUDING ANY AMOUNTS AWARDED UNDER THE ATTORNEY’S FEES PROVISION SET FORTH IN PARAGRAPH S OF THESE TERMS. LIABILITIES SHALL BE LIMITED AND EXCLUDED, EVEN IF 3C BOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
s. Mandatory Arbitration and Waiver of Claims Brought Other Than in an Individual Capacity. This mandatory arbitration provision is governed by the Federal Arbitration Act. Any action, claim, or demand (collectively “Claims,” and individually a “Claim”) arising out of or relating to these Terms (including my obligation to comply with, and 3C Board’s enforcement of, 3C Board’s Standards and Policies) or the breach thereof, or my relationship with 3C Board, or regarding the application, enforcement, or interpretation of these Terms and this arbitration provision, shall be resolved through arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this paragraph. All Claims are subject to arbitration, no matter the legal theory on which they are based or the remedy (damages, injunctive, or declaratory relief) that is sought. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, common law (including common law due process), statutory or regulatory provisions, or any other sources of law, and Claims made independently or with other Claims. Any Claim permitted under these Terms arising out of or relating to an Administrative Order issued by 3C Board Counsel or an Order issued by 3C Board’s Disciplinary and Ethics Commission (collectively, “Order”) may be brought only if I have appealed the Order to, and obtained a final decision from, 3C Board’s Appeals Committee. I may only bring a Claim permitted under these Terms in my individual capacity. I may not bring a Claim (whether as a plaintiff or class member) in any purported class action, private attorney general, or other representative action. The arbitrators will not award relief for or against anyone who is not a party. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitation. The arbitration shall be conducted by a panel of three arbitrators (“Arbitration Panel”), each of whom shall have at least five years of experience as a federal and/or state court judge. The place of arbitration shall be Atlanta, GA. The AAA shall send contemporaneously to each party an identical list of 15 names of persons chosen from the National Roster who satisfy the requirements of this paragraph. Each party shall strike no more than three of the names, number the remaining names in order of preference, and return the list to the AAA. From among the persons who have been approved on both lists, and in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of three arbitrators to serve. If for any reason the appointments cannot be made from the submitted lists, the AAA shall have the power to make the appointment from among other members of the National Roster who have at least five years of experience as a federal and/or state court judge, without the submission of additional lists. The AAA shall determine who shall serve as Chair of the Arbitration Panel. The Chair of the Arbitration Panel, or if a party needs emergency relief prior to the appointment of the Chair of the Arbitration Panel, then a single emergency arbitrator designated by the AAA, shall have the exclusive power to adjudicate any request for injunctive relief or other interim measure. The arbitrators shall require the parties to exchange only the documents on which the parties rely in support of or in opposition to any claim, defense or counterclaim, and to identify, including by providing the name and, if known, address and telephone number, of each person the parties will call to testify at the hearing. Additional discovery may be had only where the arbitrators so order, upon a showing of substantial need. The arbitration award shall be made within nine months of the filing of the demand to arbitrate; however, the parties may agree to extend this time limit. The arbitrators and the arbitration award shall comply with these Terms, including but not limited to, the Choice of Law, Limitation of Liability, and Attorney’s Fees provisions. The arbitrators are not authorized to award punitive or other damages not measured by the prevailing party’s actual damages. Each party shall bear an equal share of the arbitrators’ and AAA’s administrative fees of arbitration. The arbitration award and any interim measure shall be final and binding on the parties and may be entered in a court of appropriate subject matter jurisdiction in the State of Georgia. In the event that I publicly disclose facts relating to the arbitration, 3C Board shall have the right to publicly disclose facts relating to the arbitration, including information which otherwise may be private or confidential under 3C Board’s Standards and Policies. In any event, 3C Board shall make a public report about the result of the arbitration that, without disclosing my identity, states who prevailed in the arbitration, and identifies the nature of the dispute including facts relating to the arbitration.
t. Attorney’s Fees. In the event that I am the prevailing party in the arbitration of a Claim involving me as a party in opposition to either 3C Board or any of the Released Parties, the Arbitration Panel shall award me my actual attorney’s fees and costs up to an amount that shall not exceed $12,500, and 3C Board shall pay the full amount of the arbitrators’ and AAA’s administrative fees of arbitration.
1. Integration. My Application, these Terms (including the documents incorporated herein by reference, as modified as permitted herein), and any written document signed by both me and 3C Board that is titled “Amendment to Terms and Conditions of Certification and License” constitutes the complete agreement between me and 3C Board, and supersedes all prior or contemporaneous oral or written representations, discussions, or understandings, with respect to the subject matter hereof. 3C Board may modify these Terms upon notice to me. No modifications by me to these Terms shall be binding upon 3C Board unless agreed to in writing by 3C Board.
2. Assignment. I understand that I must not assign or transfer my Certification or License or any of my rights or obligations under these Terms. Any assignment or delegation by me of these Terms, my Certification or License, or any of my rights or obligations hereunder, shall be null and void. 3C Board may assign these Terms, in whole or in part, and any other of its rights herein, without prior notice to me and without restricting or obtaining my prior consent.
3. Relationship. My relationship with 3C Board is that of an individual granted a Certification and License pursuant to these Terms. I do not have a partnership, franchise, joint venture, or agency relationship with 3C Board. Neither these Terms nor my Certification or License create an employment relationship with 3C Board.
4. Interpretation. These Terms, which I understand are binding upon me in consideration for 3C Board processing my Application, shall be interpreted in such a manner as to aid in effectuating the purposes and business of 3C Board. Except for the Indemnified Parties and the Released Parties, to the limited extent of their rights as addressed above, there are no third-party beneficiaries of these Terms. No third party private right of action shall be permitted against 3C Board for acts or omissions taken by 3C Board in the furtherance of its purposes and business or in connection with these Terms. Failure of 3C Board to insist on strict performance of the provisions contained herein shall not constitute a waiver of those provisions or of these Terms and shall not prevent 3C Board from later enforcing its rights under these Terms. For the purposes of these Terms, (1) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (2) the word “including” and words of similar import when used shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified, and (3) the word “or” shall not be exclusive. The presumptions of laws or rules relating to the interpretation of contracts against the drafter of any particular clause shall not be applied to these Terms.
5. Primacy. In the event of a conflict between or among these Terms and 3C Board’s Standards and Policies, the provisions of these Terms shall govern.
7. Choice of Law. I agree and stipulate that these Terms shall be deemed to have been entered into by both me and 3C Board in the State of Georgia. These Terms and any Claim shall be governed by and construed and enforced in accordance with State of Georgia and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
8. Forum; Waiver of Objections to Personal Jurisdiction and Venue; Waiver of Right to Jury Trial. I will not bring any Claim except (a) in accordance with the Mandatory Arbitration provision set forth above, and (b) where permitted under these Terms (including the Mandatory Arbitration Provision set forth above), in a court of appropriate subject matter jurisdiction in the State of Georgia. I expressly consent, and waive all objections, to personal jurisdiction and venue by and in the courts located in the State of Georgia. I HEREBY VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT WHICH I MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, LITIGATION, OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE TERMS.
9. Survival. Upon relinquishment, revocation, or termination of my Certification or my License, my obligations under paragraphs e, f, g, i, k, l, m, n, o, p, q, r, s, t, and u of these Terms will remain in effect.
10. Headings; Severability. The headings of paragraphs herein are for convenience of reference only and are without substantive significance. In the event that any provision of these Terms shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and these Terms shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal, or unenforceable, had never been contained herein.