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USGA GREEN SECTION TERMS OF SALE

USGA GREEN SECTION PRODUCTS AND SERVICES

Last Updated: January 15, 2024


These Terms of Sale ("Terms") constitute a binding legal contract between (a) United States Golf Association, with offices at 77 Liberty Corner Road, Liberty Corner, NJ 07938, the seller (with references to “USGA,” "us," "we," or "our" being construed accordingly), and (b) the purchaser (with references to “Purchaser,” "you" or "your" being construed accordingly).


These Terms apply to all offers, sales and purchases of our products ("Products") or services ("Services"), which occur either (a) transacting through the Green Section online store, gsshop.usga.org, on which we post these Terms, or (b) through any other means through which we engage in the sale of Products and Services, whereby a copy of these Terms are provided ((a) and (b) collectively referred to herein as the "Commerce Solution").  By ordering any Product or Service through the Commerce Solution, you agree that you have read, understand, and agree to be bound by these Terms, you are of legal age to form a binding contact with us, and you have the authority to enter into these Terms (including the legal right to use any credit card(s) utilized in connection with the transaction).  If you do not wish to be bound by these Terms, you may not order any Product or Service.


By using the Products or Services, including this website and submitting your information to us in connection with your order,  you are also agreeing to our Terms of Use and Privacy Policy.  If you reside outside the United States, you acknowledge and agree that personal information collected in connection with your purchase may be stored and maintained in the United States and other countries.  For more information about how we collect and process your personal information, please see our Privacy Policy.


In addition, the Commerce Solution uses Shopify as its commerce engine which uses Stripe as its payment processor.  Any information you provide to Shopify to complete your payment will be controlled by Shopify and will be subject to Shopify’s Privacy Policy (https://www.shopify.com/legal/privacy).


ALL ORDERS ARE SUBJECT TO YOUR CONSENT TO ANY APPLICABLE USAGE TERMS DELIVERED WITH, INCLUDED IN, OR PRESENTED IN CONNECTION WITH OUR PRODUCT OR SERVICE.  IF YOU DO NOT AGREE TO THE USAGE TERMS ONCE YOU SEE THEM, DO NOT ACCEPT THEM AND DO NOT EXECUTE THE ORDER.  You are bound by the version of these Terms in effect on the date of each order you place through this Commerce Solution.  We may change these Terms from time to time without providing notice to you, so please review them upon submission of each order, even if you have reviewed them before.


PLEASE NOTE THE BINDING ARBITRATION TERMS BELOW. 


By ordering any Product or Service through the Commerce Solution, you also agree to resolve any controversy or claim arising out of these Terms through binding arbitration on an individual basis instead of in court.  These arbitration terms are described in more detail in Section 16 below.


1. Additional Terms May Apply

Depending on which of our Products or Services you use, additional terms may apply (“Additional Terms”).  Additional Terms may also apply for promotions, gift cards, subscriptions or similar programs.  By agreeing to these Terms, you hereby agree to all Additional Terms.  If these Terms are inconsistent with any Additional Terms, the Additional Terms will control to the extent of such conflict or inconsistency.  See the following pages for the Additional Terms:



2. Accounts

To use certain Services, you may need to create an account.  Your username and password are for your personal use only, and you are responsible for maintaining their confidentiality.  You are responsible for keeping your account and contact information up to date.  You may be held liable for all losses incurred by us or any other user of our Services due to activities that occur under your account, including any misuse by you or others.  You agree to promptly notify us of any unauthorized use of your username, password, or account.  You are responsible for any unauthorized access or password misuse.  You may not use another person’s account without permission, act in a way that interferes with another user’s account, or solicit another user’s password.  We are not liable for any loss or damage arising from your failure to comply with these obligations.  We reserve the right at any time to terminate or suspend your account(s) for any or no reason, including any violation of these Terms.


3. Processing and Payment  

We will process your purchase as promptly as possible.  There may be a delay in the activation of your Product(s) or Service(s) while payment details are verified.


We accept major credit cards, checks, and ACH transactions during the purchase process.  Accepted payment methods may vary based on your location.  We reserve the right to reject any order or purchase at any time.  By providing payment information to us, you agree that the payment information is valid and that you have the legal right to use any credit card(s) utilized in connection with the transaction.


If your initial payment authorization is later revoked, your subscription, product, service, or access, as applicable, will be terminated.  You may contact our Customer Services (see Section 16 below) if you believe your access was terminated in error.


ALL ACCEPTED ORDERS ARE FINAL, NON-CANCELABLE, AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE RETURNS POLICY APPLICABLE TO YOUR PURCHASE OR OTHERWISE STATED IN THESE TERMS.


All fees are payable in accordance with the payment terms in effect when the fees become payable.


All Products and Services are available for purchase in North America.  Certain Products and Services may be available for purchase outside of North America as separately stated in terms specific to any such Product or Service.


While we make every effort to ensure that items appearing on the Commerce Solution are available, we cannot guarantee that all items are in stock or immediately available when you submit your order.  If we are unable to process or fulfill your order, we will cancel the order and  refund any prior payment that you have made for that item.  We reserve the right to discontinue the sale of any Product or Service at any time without notice.  We may also decline or place quantity limits on your order at any time.


An order submitted by you only constitutes an offer by you to us to purchase Products or Services subject to these Terms at the price and on the terms stated in the order, and is subject to our subsequent Acceptance (as defined below).  You acknowledge and agree that if you are placing an order through a Commerce Solution website, by clicking or activating the button or hyperlink to submit your order, you are placing a legally binding offer.


Our acceptance of your order only occurs at such time that we have both (a) dispatched your Product order and/or provided you with access to Services, and (b) received payment of the purchase price of your order through settlement of funds via your provided credit card or other payment method (“Acceptance”).


We may cancel your order at any time and for any lawful reason prior to acceptance.  Prior to Acceptance, an automatic email acknowledgement of your order may be generated.  Please note that any such automatic acknowledgement does not constitute a formal Acceptance of your order.


If any problems arise with your order, or with the shipping address or payment method associated with your purchase, and we are unable to resolve the problem, we may notify you via email using the email address associated with your order or your account.  It is important that you keep your information current with an accurate email address that you regularly check.  If problems arise with your order that we cannot resolve, your order may be canceled and we may not be able to deliver future products until the problem has been resolved.


If we have cause to believe that you are unable to pay your debts as they fall due; you fail to pay any amount by the due date or breach any of these Terms; we believe you have engaged in fraud or criminal activity in connection with your use of the Commerce Solution; or we are unable to process payment to the payment method you provided with your offer, then we may stop or suspend the delivery of Products or Services; cancel any automatic renewal plan in which you have elected to participate; and/or cancel any and all other contracts between us and you (without prejudice to any of our other rights).


Your purchase of a Product or Service is intended solely for your internal business use, and may not be used by a third-party (unless expressly allowed under separate terms), or made available to or resold to any third-party, or otherwise used for commercial purposes.  Any and all rights and privileges conferred to you are non-transferable.


We are not responsible for failure to fulfill orders due to causes beyond our control.  We reserve the right to:


  • limit order quantities to reasonable amounts (in our sole discretion);

  • prohibit purchases on the Products or Services by retailers, distributors, or resellers;

  • discontinue or refuse to offer any product;

  • impose conditions on any discount, coupon, or promotion; or

  • bar any user from completing a transaction.


4. Pricing

When you purchase a product, the price will be made clear during the order process.  Prices do not include shipping and handling, expedited service, or sales taxes, if applicable, which will be added to your total price.  You agree to pay the price stated at the time of your order, as well as any applicable taxes and shipping and handling charges.  You also agree to the billing frequency stated at the time of your order.


Discount eligibility is determined at the time of the order.  Discounts cannot be applied retroactively.  We do not provide price protection or refunds in the event of promotions or price decreases.


All prices are in United States Dollars or another currency specified by us at the time of the purchase, which may depend on your billing address.


Applicable taxes may vary depending on the jurisdiction.  We may not be able to notify you in advance of changes in applicable taxes.


If a stated price or other material information is determined by us in our sole discretion to be in error, we are not under any obligation to offer you the product or service at that price and reserve the right to cancel, terminate, or not process orders (including accepted orders).  We will notify you of the error and either provide you with a refund or give you the opportunity to cancel your order and obtain a refund if payment has already been made.  You agree that we shall not be liable to you for any suspension, discontinuance, termination, change, or modification of your use of or access to any Product or Service.


5. Additional Costs

Certain subscriptions may not include access to all areas of a Product, and you may have to pay additional fees for full access.  Where applicable, these additional charges will be clearly stated.  When you use your Product, you may incur other additional charges from third party service providers, such as telecommunications fees or data fees.  You are responsible for paying any additional charges.


6. Billing

(a)            One-Time Purchases.  When you make a one-time purchase of a Product or Service, we will charge or debit your payment method at the time of purchase.  We reserve the right to verify and/or authorize credit or debit card payments prior to acceptance. 


(b)            Subscriptions.  Certain products may be subject to a subscription model.  The applicable terms are set forth in the relevant Additional Terms.


7. Unpaid Charges

If any fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel, or terminate your access to the Product or Service.


We have no liability rising from your failure to maintain accurate contact or other information, including without limitation, your failure to update your credit card.  If your credit card expires or your payment method is otherwise invalid, we do not automatically terminate your account and you will remain responsible for all charges and uncollected amounts incurred until you cancel as set forth herein or we, in our sole discretion, decide to terminate your account.  In addition, we reserve the right to collect from you all costs we incur in connection with the collection of unpaid amounts.


8. Promotions

We may offer promotions.  The specific terms of each promotion are stated at the time the promotion is offered.  Each promotion may be different.  Promotions cannot be combined.


9. Delivery

We will use all commercially reasonable efforts to deliver Products in a timely manner.  For Products delivered electronically, we will deliver such Products by electronic transmission or via download.


We do not ship orders to P.O. Boxes or APO/FPO Boxes.  


We reserve the right to charge you for any extra costs arising from changes you make to the delivery address after you submit an order.


All risk of loss of or damage to the Products passes to you (a) for “digital Products” upon the provision to you of a download link via email or other electronic delivery method; and (b) for Products delivered physically, on delivery or when placed in your possession or that of any carrier or transport provided by you, whichever shall occur first. 


10. Rejection, Damage, or Loss in Transit; Product Warranty

Except as set out above and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms, we shall not be liable and you shall not be entitled to reject Products or Services, except for:


(a) Damage to or loss of Products or any part thereof in transit (where the Products are carried by our own transport or by a carrier on our behalf) for which you notify us in writing of such damage or loss within 30 working days of your receipt of the Products (if damaged) or 30 working days of the anticipated delivery date of the Products (if lost);


(b) Defects in Products (not being defects caused by any act, neglect, or default on your part) for which you notify us of such defect within 30 days of your receipt of the Products;


(c) Defective performance of Services (not being defects caused by any act, neglect, or default on your part) for which you notify us of such defective performance within 30 days of such defect becoming apparent.


We shall not be liable for any damage or losses arising from defective installation of the Products; from the use of the Products in connection with other defective, unsuitable, or defectively installed equipment; your negligence; improper use; or use in any manner inconsistent with the manufacturer's specifications or instructions.


If you refuse or fail to take delivery of Products, any risk of loss or damage to the Products shall nonetheless pass to you, and without prejudice to any other rights or remedies we have, you shall remain liable for payment in full for the Products or Services delivered.


We are not responsible for damage to your computer or loss of data that results from your use of the Products or Services and we cannot guarantee that any files that you download are free from viruses, contamination, or other destructive features.  We use all reasonable efforts to correct any errors or omissions as soon as practicable once they have been brought to our attention.


We do not guarantee that the Services will be available uninterrupted and in a fully operating condition.  Access to the Services may be suspended temporarily and without notice in the case of system failure, for maintenance or repair, or for other reasons.


11. Mobile Application

Use of the Products or Services may include access to a mobile application.  To use any mobile application, you must have a compatible mobile device.  We do not warrant that any mobile application will be compatible with your mobile device.  You may use mobile data in connection with a mobile application and may incur additional charges from your wireless provider for using a mobile application.  We may update any mobile application and may automatically electronically update the version of any mobile application that you have installed on a mobile device.  You consent to all automatic updates and understand that these Terms will apply to all updated versions of a mobile application.


12. WAIVER AND LIMITATION OF  LIABILITY; RISK ALLOCATION

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCTS AND SERVICES THAT YOU PURCHASE FROM US ARE PROVIDED TO YOU “AS IS,” AND YOUR USE IS AT YOUR OWN RISK.  WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.  UNLESS AGREED OTHERWISE OR REQUIRED BY APPLICABLE LAW, ANY WARRANTIES PROVIDED IN RELATION TO PRODUCTS OR SERVICES ONLY EXTEND TO YOU ON THE UNDERSTANDING THAT YOU ARE A USER AND NOT A RESELLER OF THOSE PRODUCTS OR SERVICES.


YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (a) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE PRODUCTS AND/OR SERVICES WHICH GIVE RISE TO SUCH LIABILITY; AND (b) NEITHER WE NOR OUR AGENTS OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF BUSINESS) IN CONNECTION WITH YOUR USE OF THIS SITE OR YOUR PURCHASE OR USE OF ANY PRODUCT OR SERVICE, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.


NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THESE TERMS LIMIT OUR LIABILITY TO YOU FOR ANY LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW.


13. Indemnification

You agree to defend, indemnify and hold harmless us and our directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to (a) your use of any Products or Services purchased by you, or (b) violation by you, your employees, consultants, agents, distributors, or customers of any terms of these Terms.


14. Export & Customs Duties 

Each Product and Service and any related items (including software, technology, and technical information) sold, exported, transferred, supplied or licensed by us may be subject to and governed by the laws of the United States and other countries, including but not limited to the US Export Administration Regulations (EAR) and US Foreign Assets Control Regulations (FACR).  You are required to comply with all applicable laws relating to the export, re-export, transfer, use, or import of any Product or related items.  Diversion contrary to applicable law is prohibited.  Notwithstanding any other request or agreement to the contrary, neither you nor the USGA shall take or be required to take any action prohibited or penalized under US or applicable foreign law.


The tangible shipment of Products from one country for delivery in another country may be subject to customs duties, fees, taxes and/or other charges in the country of ultimate destination.  Unless otherwise expressly stated by the USGA during the order process, (a) your payment for the order in question does not include any customs duties, fees, taxes and/or other charges that may be due and payable in the Product’s country of ultimate destination, and (b) the receiving party in the Product’s country of ultimate destination is responsible for making entry and properly declaring the merchandise to the appropriate customs authorities, paying any applicable customs duties/fees/taxes/charges, and/or satisfying any additional import-related requirements.  You should contact the local customs authorities in the relevant jurisdiction for further information on the applicable customs requirements and procedures, duties, fees, taxes, and/or other charges that may be assessed against the Product.


15. Electronic Notifications

You consent to receive notifications from us electronically to the email address you provide to us.  You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, or be delivered in a particular manner.  We have no liability rising from your failure to maintain accurate contact information.


16. Customer Services

You may contact us with customer service inquiries by one of the following methods:


  • Call us at 908-234-2300.  Our hours are 9AM-5PM E.T. Monday to Friday (not available weekends or holidays).

  • Email us at greensection@usga.org.  We will respond within 10 business days


17. Agreement to Arbitrate

You agree that any claim or dispute at law or equity that has arisen or may arise relating in any way to or arising out of these Terms or your use of the Products or Services will be resolved in accordance with the provisions set forth in this Dispute Resolution section.  PLEASE READ THIS SECTION CAREFULLY.  IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED.


You agree that whenever you have a disagreement with USGA arising out of, connected to, or in any way related to these Terms or your use of the Products or Services, you will send a written notice to USGA (“Demand”).  You must send the Demand to the following address (the “Notice Address”): United States Golf Association, 77 Liberty Corner Road, Liberty Corner, NJ 07938; Email: greensection@usga.org; with a copy to the USGA Chief Legal Officer.  You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until 60 business days after you send a Demand.  If the disagreement stated in the Demand is not resolved to your satisfaction within 10 business days after it is received, and you intend on taking legal action, you agree that you will file a demand for arbitration with the American Arbitration Association (the “Arbitrator”).  That Arbitration will be conducted in New York, New York.  This arbitration provision limits the ability of you and USGA to litigate claims in court and you and USGA each agree to waive your respective rights to a jury trial or a state or federal judge.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.  However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms as a court would.  You agree that you will not file any lawsuit against USGA in any state or federal court.  You agree that if you do sue in state or federal court, and USGA brings a successful motion to compel arbitration, you must pay all fees and costs incurred by USGA in court, including reasonable attorneys’ fees.  For any such filing of a demand for arbitration, you must effect proper service under the rules of the Arbitrator and notice to the Notice Address may not be sufficient.  If, for any reason, the American Arbitration Association is unable to conduct the arbitration, you may file your case with any national arbitration company.  The Arbitrator shall apply the AAA Consumer-Related Disputes Supplementary Procedure effective September 1, 2014 (as may be amended) and where applicable, the AAA Supplemental Rules for Mass Filings, effective August 1, 2021 (as may be amended).  The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.  You agree that the Arbitrator will have sole and exclusive jurisdiction over any dispute you have with USGA, unless otherwise provided by applicable law.


You agree that you will not file a class action or collective action against USGA, and that you will not participate in a class action or collective action against them.  You agree that you will not join your claims to those of any other person.  Under no circumstances do you or USGA agree to class or collective procedures in arbitration or the joinder of claims in arbitration.  USGA agrees that we will submit all disputes with you to arbitration before the Arbitrator. 


If any portion of this Dispute Resolution section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Dispute Resolution section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Dispute Resolution section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.  However, you and USGA each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. 


Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto.  It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law.  If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York.   


18. Governing Law

Any dispute arising out of or related to these Terms shall be governed by the internal laws of the State of New York, without regard to or application of its choice of law rules or conflicts-of-laws principles, except that the Arbitration provision of these Terms shall be governed by the Federal Arbitration Act.  In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the state and county of New York, and both you and us agree to submit to the personal jurisdiction of the courts located within the state and county of New York, New York for the purpose of litigating all such claims or disputes.


19. Force Majeure Events

We will not be responsible for any failure or delay in providing you any Product or Service that is caused by events outside our reasonable control (each, a “Force Majeure Event”).  A Force Majeure Event includes, without limitation, postal strikes, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or any acts, decrees, legislation, regulations or restrictions of any government or regulatory body.  If there is a Force Majeure Event, your order will be suspended whilst the Force Majeure Event continues and we will have an extension of time to deliver your Product or Service until the Force Majeure Event ends, or you cancel your order.


20. Changes to these Terms of Sale 

We may, from time to time, change these Terms.  When such changes are made, we will make a copy of the new Terms available to you on our website.  If you do not cancel the Product or Service after the changes become effective, you agree to the changed terms.


21. Electronic Communications

When you use the Products or Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically.  You consent to receive communications from us electronically, such as emails, texts, mobile push notices, or notices and messages on this site or through the other Services, and you can retain copies of these communications for your records.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.


22. Miscellaneous

These Terms sets forth the entire understanding between you and us with respect to your use of the Commerce Solution and your purchase of Products and Services from us, and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto.  No amendment to these Terms will be valid unless made in writing and signed by you and us.  These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom, or course of dealing.  Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.  The USGA may engage the services of subcontractors or agents to assist the USGA in the performance of its obligations related to these Terms.  You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void.  No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us.  The waiver of any breach of any term shall not be construed as a waiver of any subsequent breach or condition.  If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect.