The Agreement between Prenovate and You
By accessing Prenovate.com or any Prenovate Food-Grading application, you agree to be bound by the terms of this Agreement.
2. This Agreement constitutes the entire and only agreement between us and you.
3. This Agreement supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the Services, the content, products or services provided by or through the Site and the Services, and the subject matter of this Agreement.
You are responsible for reviewing changes to this Agreement
1. This Agreement applies to all users of the Site and the Services.
2. Prenovate may make changes to this Agreement from time to time without specifically notifying you.
3. Prenovate will post the latest Agreement on the Site and may post it on Prenovate's Food-Grading applications, but it is up to you to review it before using the Site or Services.
4. If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to the Agreement.
5. In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by Prenovate from time to time and your use of such services is subject to those additional terms and conditions, which are Incorporated into this Agreement by this reference.
Your Use of the Site and Services
Your registration and account security
When you use the Site or the Services you may provide Prenovate certain registration and account information, which Prenovate will rely on to provide you its products and services. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:
1. You will register your account for your own use and not for the use of another person and you will only create one account for yourself.
2. You will not assign or transfer your account to anyone without first getting Prenovate's written consent.
3. You will not provide false or misleading information when you register an account.
4. If Prenovate terminates or disables your account, you may not create another account without first getting Prenovate's written consent.
5. You will not use your account in a commercial fashion or manner.
6. You will keep your contact and other information requested by Prenovate (such as age, gender, etc.) accurate and up-to-date.
7. You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account.
8. If you select a username for your account, Prenovate reserves the right to remove or reclaim it if Prenovate, in its sole discretion, determines it is inappropriate.
Provisions applicable to Prenovate software
1. If you download or use any Prenovate software, you agree that from time to time, the software may by updated and/or upgraded with additional features by Prenovate so as to improve the software.
2. You agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any Prenovate software.
Your use of Paid Services
1. You understand that any and all fees are stated in United States dollars.
2. You agree to furnish payment for all applicable fees and any taxes or additional charges that may imposed by third parties.
3. You understand that your purchases of any of the Paid Services are final and non-refundable and that a refund will only be granted if Prenovate, in its sole discretion, provides written consent for a refund.
4. You understand that Prenovate may change pricing and fees for any of the Paid Services at any time.
5. You understand that Prenovate may, in its sole discretion, modify the features and functions of or eliminate any of the Paid Services.
6. You understand that your use of any of the Paid Services are subject to limited licenses provided by Prenovate for you to use the Paid Services and that any terms such as "assign, transfer, sell, buy, purchase" or any similar terms do not create any actual transfers to you of any ownership, right, or title, in any fashion.
7. You understand that you may not resell, transfer, exchange, or license the Paid Services to any third parties.
8. You understand that if Prenovate terminates or disables your account that may result in your license to any Paid Services being terminated as well.
Prenovate may edit or modify anything on the Site or Services without notice
Prenovate is committed to delivering a positive user experience and you understand that Prenovate reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site and the Services in its sole discretion, without notice.
You are responsible for accepting updated versions of the Site and Services
1. If Prenovate provides updated versions of the Site and the Services and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.
2. If you do not accept updated versions of the Site and Services, Prenovate shall bear any responsibility or liability for your decision.
You agree to let us monitor your activity on Prenovate Food-Grading applications and the Site and Services
1. Because Prenovate wants to continue to improve the Site and the Services for the benefit of you, the user, we may monitor your activity on Prenovate Food-Grading applications, as well as on the Site and Services.
2. By using any Prenovate Food-Grading application or the Site and Services you specifically agree to Prenovate monitoring you in this manner.
You must be 18 or older to use the Prenovate Site or Services
1. The Site and the Services are not intended for use by children, especially those under age 13.
2. You understand that You may not use the Site or the Services where such use is prohibited.
3. You understand that the Site and the Services are intended solely for users who are eighteen (18) years of age or older.
4. Any use of or access to the Site or the Services by anyone under 18 is unauthorized.
5. You represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement.
It is your responsibility to make sure this Agreement and your use of the Site and Services complies with all laws applicable to you
1. You understand Prenovate may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time.
2. You are solely responsible for ensuring that this Agreement complies with all laws, rules and regulations applicable to you.
3. You understand that your right to access the Site or Services will be revoked where this Agreement or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way.
Prenovate may terminate your use of the Site and/or Services without reason or notice to you
While Prenovate respects its users, you agree that Prenovate may terminate your membership or use of the Site and/or the Services and prohibit you from accessing the Site and/or the Services, for any reason, or no reason, and with or without notice.
Who Owns What and How You Can Use It
The copyright to all content the on the Site and Services is owned by the provider of that content
1. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services (“Copyright Content”) are the property of Prenovate or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.
2. You may not copy, redistribute, use or publish any part of the Site or the Services, except as allowed by this Agreement.
3. You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Services.
You may not use trademarks appearing on the Site or Services in an infringing manner
1. You agree that PRENOVATE, PRENOVATE.COM and other Prenovate graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Prenovate or its affiliates (“Trademark Content”).
2. Prenovate trademarks and trade dress may not be used in connection with any product or service that is not Prenovate’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Prenovate.
3. All other trademarks not owned by Prenovate or its affiliates that may appear on this Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Prenovate or its affiliates.
You may use the Prenovate Site and Services for limited, noncommercial purposes
1. Prenovate grants you a limited license to access and make personal use of the Site and the Services.
2. Prenovate does not grant you the right to download (other than page caching) or modify the Site and the Services, or any portion of the Site and the Services.
3. You understand Prenovate does not grant you the right to resell or make commercial use (except as provided herein) of the Site and the Services or their contents; make any derivative use of the Site and the Services or their contents; any downloading or copying of account information for the benefit of a third party, or merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
4. You understand the Site and the Services or any portion of Site and the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
5. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Prenovate and our affiliates without express written consent.
6. You may not use any meta tags or any other "hidden text" utilizing Prenovate’s name or trademarks without the express written consent of Prenovate. Any unauthorized use terminates the permission or license granted by Prenovate.
7. You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Services.
8. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Prenovate so long as the link does not portray Prenovate, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
9. You may not use any Prenovate logo or other proprietary graphic or trademark as part of the link without express written permission.
Your Rights to Your Data
1. When you use the Site and Service you may input certain data about yourself, like your height and age. In order for Prenovate to make the Site and Service available and to keep improving it, Prenovate needs to be able to use that data and share that data with third parties, BUT only if: 1) Prenovate strips that data of anything that would identify you; and/or 2) Prenovate gets your consent to use that data without stripping it of anything that would identify you.
2. When using the Site and Services, you may submit data to and through the Site and Services, Including, height, weight, age, etc. (collectively, “Your Data“). You agree that Prenovate may collect, analyze, and use data derived from Your Data, Including de-identified, aggregated or anonymized data, as well as data about your, and other users’ access and use of the Site and Service. If Prenovate shares or publicly discloses information (e.g., in marketing materials, in application development, or with third parties) that is derived from Your Data, without your consent, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or entity (“Anonymized Data”).
3. You grant Prenovate a license to Your Data. However, in order to make the Site and Services available to you and other users, Prenovate needs a license from you. By submitting, posting or displaying Your Data on or through the Site and Services, you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of the Anonymized Data (and derivative works thereof) (or Your Data (and derivative works thereof), but only if you provide your consent to do so), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.
4. You agree that this license Includes the right for Prenovate to provide, promote, and improve the Site and Services and to make Anonymized Data (or Your Data, but only if you provide your consent to do so) available to other companies, organizations or individuals who partner with Prenovate for the syndication, broadcast, distribution or publication of such Anonymized Data (or Your Data, but only if you provide your consent to do so) on other media and services. Such additional uses by Prenovate, or other companies, organizations or individuals who partner with Prenovate, may be made with no compensation paid to you with respect to Anonymized Data (or Your Data, but only if you provide your consent to do so).
5. We may modify or adapt Anonymized Data (or Your Data, but only if you provide your consent to do so) in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Anonymized Data (or Your Data, but only if you provide your consent to do so) as are necessary to conform and adapt that Anonymized Data (or Your Data, but only if you provide your consent to do so) to any requirements or limitations of any networks, devices, services or media.
6. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Your Data.
Your Rights to Data Produced by Prenovate
1. When you use the Site and Services you may receive data from Prenovate in connection with recipes or food items you input on the Site and Services, Including but not limited to nutritional information, caloric information, etc., that pertains to those recipes or food items (“Prenovate Data”).
2. Prenovate grants you a limited license to access and make personal use and/or use the Prenovate Data to display alongside recipes or menu items for which the Prenovate data was generated.
3. Prenovate owns the Prenovate Data and you understand that your use of any of the Prenovate Data is subject to limited license provided by Prenovate above for you to use the Prenovate Data. You further understand that any terms such as "assign, transfer, sell, buy, purchase" or any similar terms do not create any actual transfers to you of any ownership, right, or title, in any fashion of the Prenovate Data.
4. You understand that you may not resell, transfer, exchange, or license the Prenovate Data to any third parties.
What Laws and Rules You Are Responsible For Following
You promise to comply with this Agreement and any laws or regulations applicable to you
1. You promise not to use the Site or the Services for any purpose that is prohibited by this Agreement.
2. You are responsible for all of your activity in connection with the Site and the Services.
3. You shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to you.
You agree to comply with Prenovate’s conduct policies when using the Site or Services
4. We do our best to keep the Site and the Services safe and operational, but we cannot guarantee it. We need your help to do that, which Includes the following commitments:
· You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Services or Site except as expressly authorized by Prenovate;
· You will not take any action that imposes or may impose (as determined by Prenovate in its sole discretion) an unreasonable or disproportionately large load on Prenovate’s (or its third party providers') infrastructure;
· You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction;
· You will not interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
· You will not bypass any measures Prenovate may use to prevent or restrict access to the Site and Services (or other accounts, computer systems or networks connected to the Site and Services);
· You will not run any form of auto-responder or "spam" on the Site and Services;
· You will not use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site to capture its data;
· You will not harvest or scrape any content or materials from the Site and Services;
· You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
· You will not threaten, intimidate or harass another user;
· You will not solicit passwords or personally identifying information (this Includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
· You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
· You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original content created by you or your friends;
· You will not otherwise take any action in violation of Prenovate’s guidelines and policies.
You use the Prenovate Site and Services at your own risk
5. Prenovate has no obligation to review any content or material, including computer software, posted to or through the Site and the Services, and cannot therefore be responsible for such material or content.
6. By operating the Site and the Services, Prenovate does not represent or imply that it endorses any content or material posted there, or that it believes such material to be accurate, useful or non-harmful.
7. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
8. The Site or the Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors.
9. The Site or the Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.
10. Prenovate disclaims any responsibility for any harm resulting from the use by visitors of the Site or the Services, or from viewing or downloading by those visitors of content posted on the Site or the Services.
You are responsible for your own conduct
11. You are solely responsible for your interactions with other users.
12. Prenovate shall not be liable for any damages whatsoever arising out of or relating to the conduct of you or anyone else in connection with the use of the Services, Including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users or members of the Site or Services, or persons you meet through the Site or Services.
Prenovate is not responsible for what happens outside of the Site and Services, Including on websites the Site or Services link to or advertise
13. Prenovate or its business partners may present advertisements or promotional materials via the Services.
14. Your dealings with, or participation in promotions of any third-party advertisers via the Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion.
15. You agree that Prenovate is not responsible or liable for any loss or damage of any sort Incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.
16. You understand the Site and the Services may contain (or you may receive from Prenovate, third parties or users) links to other web sites (“Third Party Sites”) or content posted, owned or originating from third parties such as, by way of example only, pictures, designs, photographs, graphics, text, sound, recipes, video, information, software, applications and any other content (“Third Party Content”).
17. You understand and agree that Prenovate is not responsible for, and does not control, Third Party Sites and Third Party Content. You also understand and agree that Prenovate is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Sites and Third Party Content.
18. You acknowledge and agree that Prenovate shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Third Party Site or Third Party Content.
Nothing on Prenovate’s Site or Services should be taken as medical information or advice
19. You understand the Site and the Services do not provide for the transmittal or exchange of medical information or advice.
20. You understand and affirm that you will not use the Site and the Services for information or advice on such topics.
21. THE INFORMATION PROVIDED THORUGH THE SITE AND THE SERVICES IS PROVIDED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY, AND IS IN NO WAY INTENDED TO DIAGNOSE, CURE, OR TREAT ANY MEDICAL, DIETARY, FOOD ALLERGY, OR OTHER CONDITION. IT IS STRONGLY RECOMMENDED TO ALWAYS SEEK THE ADVICE OF A QUALIFIED AND LICENSED PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER PRIOR TO STARTING ANY NEW DIET AND ASK SUCH HEALTH PROVIDER OR PHYSICIAN ANY AND ALL QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR FOOD ALLERGY. IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT, PRENOVATE AND ITS THIRD PARTY PROVIDERS DISCLAIM ANY LIABILITY OR LOSS IN CONNECTION WITH THE CONTENT PROVIDED VIA THE SITE AND THE SERVICES.
Information and press releases may not be updated
The Site and the Services contain information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
Prenovate’s liability is limited
22. Prenovate is not responsible for any Third Party Sites, Third Party Content, or any other content posted on the Site and the Services, whether caused by users of the Site and the Services, Prenovate, third parties or by any of the equipment or programming associated with or utilized in the Site and the Services.
23. Prenovate is not responsible for the conduct, whether online or offline, of any user of the Site or the Services.
24. Prenovate assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
25. Prenovate is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Services or Site, Including injury or damage to users or to any other person's computer, and/or mobile device.
26. Neither Prenovate nor any of its affiliates, advertisers, promoters or distribution partners shall be responsible for any loss or damage, Including personal injury or death, resulting from anyone's use of the Site or the Services, any content posted on the Site or the Services or transmitted to users, or any interactions between users of the Site or the Services, whether online or offline.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL PRENOVATE OR ITS DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, OR THE SITE. WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
PRENOVATE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICE AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".
You agree to indemnify Prenovate
You agree to indemnify, defend, and hold harmless Prenovate, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any and all claims and expenses, Including any and all losses, costs, liabilities, and attorneys' fees, arising out of or in connection with: (1) your use of the Site and Services, (2) any user Content, Third Party Content, Third Party Sites and any other content, (3) your violation of this Agreement, or of any law or the rights of any third party, and (4) your breach of this Agreement and/or any breach of your representations and warranties set forth herein.
You agree that New York law applies to this Agreement
Subject to the arbitration clauses Included below, if there is any dispute arising out of the Site and the Services, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, in New York County, for the resolution of any such dispute.
Your general representation and warranty
27. You represent and warrant that:
· You will use the Site and the Services so not to infringe or misappropriate the intellectual property rights of any third party.
No relationship with Apple Inc. or Google, Inc.
28. You understand that Prenovate is not affiliated with Apple, Inc. or Google, Inc.
29. You understand that by using or accessing the Services through devices made by Apple, Inc. ("Apple"), or through any devices using the Android operating system by Google (“Google”):
· This Agreement is between Prenovate and you only and that neither Apple nor Google are parties to this Agreement.
· Google and Apple and their subsidiaries are third party beneficiaries of this Agreement and may have the right to enforce this Agreement against you.
· Nothing contained herein shall impose upon Google or Apple any obligation to furnish any maintenance services or support services in connection with the Services or in any other way whatsoever in connection with the functionality (or lack thereof) or content of the Services.
· Apple nor Google shall assume any responsibility nor liability for addressing any claims by you or a third party relating to the Services or your use of the Services.
30. You and Prenovate agree that any cause of action arising out of or related to the Site or the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
31. You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (”JAMS”) by arbitrators appointed in accordance with such rules.
32. You agree any arbitration shall take place in New York, New York in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.
33. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.
34. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
35. Prenovate may assign its rights under this Agreement without condition.
36. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.