Terms Of Service

Last revised October 30, 2019

Welcome to the Action Network Mobilization Toolset (the “Services”) provided by Action Squared (“we”, “us”, “our”, "Action Squared”). If you have any questions, comments or concerns regarding these Master Terms or our Services, please contact us at support@actionnetwork.org.

1. Statement of Purpose

A. Action Squared builds infrastructure for the progressive movement using a sustainable, cooperative model grounded in respect, shared ownership and transparency, motivated by building progressive power rather than profit.

2. Agreement; Structure of Our Terms and Conditions

A. These Master Terms of Service, and any applicable Additional Terms referenced below (together, the “Master Terms”), contain the terms and conditions that apply to our Services, unless you have entered into a separate agreement with us that governs our contractual relationship. By clicking the “I Accept” box, you indicate that these Master Terms constitute a binding agreement between you, who represents that you are an authorized representative of the organization or entity (referred to as “you” or “your”) which has created your user account (“Account”), and us and that you have read and understood the following terms, including those in our Privacy Policy.

B. Additional Documents. The following additional policy documents, as described herein, are also incorporated by reference in these Master Terms:

3. Changes to Services and Master Terms

A. We may change these Master Terms at any time in our sole discretion without notice to you by posting revised Master Terms on the Services, and your continued use of the Services following the posting of those changes will confirm your acceptance of them. Therefore, you should review the Master Terms from time to time to understand the terms and conditions that apply to your access to and use of the Services. If you do not agree to the amended terms, you must stop using the Services.

B. Except for changes by us as described here, no other amendment or modification of these Master Terms will be effective unless in writing and signed by both you and us.

4. Privacy

A. Your privacy is important to us. Please refer to our Privacy Policy for information on how we collect, use and disclose personally identifiable information from our users.

5. Basics of Using the Services

A. In order to use our Services, you will be required to sign up for an Account, and to select a password and username (“Login Credentials”).

B. You must follow all applicable laws in your use of the Services. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law. We may suspend or terminate Services if you do not follow our Master Terms, and customers we remove may not be allowed any future access to the Services.

C. You understand that we own the Services. You agree not to modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in the Master Terms) creative derivative works based on, or otherwise exploit any of the Services.

D. These Master Terms grant you a non-exclusive, limited, non-transferable, freely revocable license to use the Services, subject to your compliance with the Master Terms. We may terminate this license at any time for violation of our terms and policies.

6. User Accounts

A. You agree to (i) provide truthful and accurate registration information as requested by us; (ii) promptly inform us of any changes to your registration information, including, but not limited to, your address and email address; (iii) take all reasonable precautions to safeguard access to your password and to prevent unauthorized access to or use of the Services; (iv) promptly report to us any unauthorized use of your login information or the Services of which you become aware; and, (v) ensure that you log out from your Account at the end of each session.

B. You are responsible for keeping your Login Credentials confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your information.

7. Data Security

A. We take data security and privacy very seriously. We take reasonable precautions to protect the security of your information. We have physical, electronic, and managerial procedures to help safeguard, prevent unauthorized access, maintain data security, and correctly use your information. However, neither people nor security systems are foolproof, including encryption systems. In addition, people can commit intentional crimes, make mistakes, or fail to follow policies. Therefore, while we use reasonable efforts to protect your information, we cannot guarantee its security. You are responsible for the security of your personal information. You should avoid transmitting personal or sensitive information, such as social security numbers, bank or credit card information.

B. You understand and agree that we may disclose your information if required to do so by law, court order, legal process, or subpoena, including to respond to any government or regulatory request, or if we believe that such action is necessary to (a) conform to the law, comply with legal process served on us or our affiliates or partners, or investigate, prevent, or take action regarding suspected or actual illegal activities; (b) enforce our Master Terms (including for billing and collection purposes), take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of our site; and (c) exercise or protect the rights, property, or personal safety of Action Squared, our users or others.

8. Intellectual Property Rights

A. Ownership of all intellectual property and other rights in the Services and our website, including, but not limited to, the software, design, layout, content, links, and the like shall remain with us and our licensors, developers, and partners, as applicable. All content is protected by copyright and is owned by us or used with permission. We reserve all rights not specifically granted in these Master Terms.

B. Our name, the names of our Services, and our logos, as well as all other trademarks we use, are trademarks or registered trademarks of Action Squared or its affiliates. Other than as specifically provided herein, you may not use our trademarks in any other way, including, but not limited to, that our trademarks may not be copied or imitated in whole or in part by any means, including but not limited to, the use of framing or mirrors. None of the content for our website may be retransmitted without our express written consent.

C. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Services Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark laws, information, and restrictions contained in any Services Content that you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Services Content not owned by you, (i) without the prior consent of the owner of that Services Content or (ii) in a way that violates our or any third party’s rights.

9. Acceptable Use

A. In addition to the general restrictions contained above, your use of our Services is subject to our Acceptable Use Policy.

B. We have the right, but not the obligation, in our sole and absolute discretion, and without giving you any prior notice, to remove any content that we determine:

  • Violates these Master Terms and/or the Acceptable Use Policy
  • We are required by law or court order to remove; or
  • We have been requested to remove by the user or other source which provided such content.

C. We also have the right, but not the obligation, to take any of the following actions in our sole and absolute discretion at any time and for any reason without giving you any prior notice:

  • Restrict, suspend, or terminate your access to all or any part of the Services;
  • Change, suspend, or discontinue all or any part of the Services;
  • Refuse, move, or remove any material that you submit to the Services; or
  • Deactivate or delete your Account and all related information and files in you Account.
  • You agree that we will not be liable to you or any third party for taking or not taking any of these actions.
10. Payment Terms

A. For information on the pricing of the Action Network Mobilization Toolset see our partnerships page. We may change our fees and associated features at any time. We do not provide refunds. While we currently provide access to certain of our Services free-of-charge, we reserve the right to change this arrangement at any time, including adding fees for the use of Services that are currently available free-of-charge.

B. Payments are due each month on the anniversary date of the date that you first authorize payment for the Services. Payments not received by this deadline are considered delinquent. We may terminate or suspend your Account in the event payment is not timely received (see below for more information).We only accept payment by credit card.

C. We currently accept Visa, MasterCard, American Express, and Discover as credit card forms of payment (“Credit Card”).

D. Recurring Billing Authorization

By providing Credit Card information and agreeing to purchase any Services, you hereby authorize us (or our designee) to automatically charge your Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the term of your subscription (“Subscription Term”) for all fees accrued as of that date (if any) in accordance with the applicable sign up terms. You acknowledge and agree that the amount billed and charged each month may vary depending on your use of the Services and may include subscription fees for the remainder of your applicable billing period and overage fees for the prior month.

Foreign Transaction Fees. You acknowledge that for certain Credit Cards, the issuer of your Credit Card may charge a foreign transaction fee or other charges.

Invalid Payment.. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, you remain responsible for any amounts not remitted to us and we may, in our sole discretion, either (i) invoice you directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by you (if applicable), and/or (iii) terminate the Services.

Changing Credit Card Information. At any time, you may change your Credit Card information by clicking the link provided in receipt emails you receive and updating your card on the resulting form.

Termination of Recurring Billing. In addition to any termination rights set forth in these Master Terms, you may terminate your Services by sending us notice of non-renewal to partners@actionnetwork.org, with termination effective at the end of the current monthly period.

Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, we will charge your Credit Card (or invoice you directly) for any outstanding fees for your use of the Services during the Subscription Term, after which we will not charge your Credit Card for any additional fees.

D. You agree to pay interest on any delinquent amount at the rate of the maximum rate allowed by law. We will automatically charge the credit/debit card on file for your Account (the “payment method”) for any and all monies owing on your Account (including interest), for as long as the Account is open, regardless of whether or not you are using the Services.

E. You agree to pay attorneys’ fees and court costs if any amounts due to us are collected by or through an attorney or collections service.

F. Most customers pay for our Services on a month-to-month basis. If you desire to purchase a custom plan and term just contact us at partners@actionnetwork.org or speak to us for a custom quote.

G. Manipulating usage to avoid fees is not allowed and may result in shutdown of your Account.

H. We are not liable for the actions or inactions of a payment processor. If your Account goes overdue or charges are reversed, we may shut down your Account (see additional information below).

I. If we are processing payments on your behalf, and you have a past-due balance, you agree that we can deduct our fees from any payments we process on your behalf.

J. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this section, we will invoice you, and you agree that you will pay that amount unless you provides us with a valid tax exemption certificate authorized by the appropriate taxing authority.

11. Data Storage

A. You agree that we have permission to download your Data that you upload to the Services and store such Data on our (or our service provider’s) servers if we reasonably deem it necessary in order to assist you in responding to a customer service request, responding to a distributed denial of service attack (DDOS), to preserve your Data, etc.

12. Termination of Services

A. You’re free to terminate your Account at any time by shutting down your Account yourself or contacting us at support@actionnetwork.org. Terminating your Account does not end your payment obligations. Your payment obligations are governed by the terms of your plan. If you are a standard customer on a month-to-month contract, your payment obligations end at the end of your payment cycle for the month in which you canceled. If you are on a separate plan, your payment obligations are as set forth in your contract, according to your contract term length. Please refer to our Privacy Policy, as well as any applicable Additional Terms, to understand how we treat information you provide to us after you have stopped using our Services.

B. Provisions that, by their nature, should survive termination of these Master Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any warranty disclaimers, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

C. We may modify or terminate the Services or any part thereof in any country or jurisdiction where there is any current or future government requirement or obligation that (1) presents a hardship for us to continue operating the Services or any part thereof in that country or jurisdiction without modification, and/or (2) causes us to believe that these Master Terms or the Services or any part thereof may conflict with any such requirement or obligation. If we terminate the Services in your country or jurisdiction for regulatory reasons, we will provide you with a credit for any amount paid in advance for the period after the termination.

12. Effects of Closure and Suspension

A. Upon any closure of your Account: (i) these Master Terms and all rights granted under these Master Terms shall cease immediately (except those expressly surviving or which by their nature would survive); (ii) all access to the Services and your Account will cease immediately; (iii) you will be billed for, and we may automatically attempt to collect from your Payment Method, any outstanding amount owed at the end of your monthly term; and (iv) all of your Content may be subject to deletion from our servers and backup systems and we may not have or keep backup of such Content. We recommend that you run frequent and regular backups. We also recommend that you ensure you have retrieved all Content and made all necessary backups before submitting any request to close your Account or any of the Service. You agree to hold us and our Affiliates harmless from and against any and all claims, losses or damages arising from any closure of your Account. Any and all sections in these Master Terms which impose obligations continuing in their nature shall survive closure or otherwise continue to remain in full force and effect even after Account closure. You are not permitted to, and you agree not to, access or attempt to access your Account or any of the Services formerly associated with your Account following any closure. “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with us, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

13. Responsibility for Content

A. Content and information displayed on the Services is the sole responsibility of the person or organization providing that content, and you access all such content and information at your sole risk. We are not liable for any errors or omissions in that content or information, or for any damages or loss you might suffer in connection with it. We do not review content posted on the Services, and any issues with that content should be directed to its owners. You are solely responsible for interactions with other users of the Services.

B. The Services may contain links or connections to third-party websites or services that are not owned or controlled by us. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that we are not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Services. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

14. Disclaimer

A. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, AND ALL INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN, ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. WE DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE AND NON-INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES AS TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE INFORMATION, CONTENT OR MATERIALS ACCESSED THROUGH THE SITE.

B. WHILE WE MAKE REASONABLE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR INFORMATION, CONTENT AND MATERIALS THEREIN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH INFORMATION, CONTENT OR MATERIALS.

C. WE ARE NOT RESPONSIBLE OR LIABLE FOR THE ACTIVITIES OR CONDUCT OF ANY THIRD-PARTY USER OF THE SERVICES.

15. Limitation of Liability

A. IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR (OR OUR AFFILIATES’) DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF OR INABILITY TO USE THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OR CONTENT OBTAINED FROM THE SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE.

B. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR DIRECTORS, OFFICERS EMPLOYEES, CONSULTANTS, AGENTS AND REPRESENTATIVES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

16. Indemnification

A. You agree to indemnify, defend and hold us, our Affiliates, and our (and our Affiliates’) officers, directors, employees, agents, affiliates, service providers, successors and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, arising from or relating to (i) your breach of these Master Terms or violation of applicable law; (ii) any user content you submit, post to or transmit through the Service; or (iii) your violation of any party’s rights, including, but not limited to, intellectual property rights, right of privacy, right of publicity and confidentiality.

17. DMCA Notification

A. To the extent a customer uses the Services for hosting, advertising, sending electronic messages or for the creation and hosting of, or for posting material on, websites, each customer must (i) comply with any notices received under Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act) or similar statute in other countries (the “DMCA”), (ii) set up a process to expeditiously respond to notices of alleged infringement that comply with the DMCA and to implement a DMCA‐compliant repeat infringers policy, (iii) publicly display a description of its notice and takedown process under the DMCA on its instance of the services, and (iv) comply with such processes, policy(ies), and description.

B. It is Action Squared’s policy to respond expeditiously to valid notices of claimed copyright infringement compliant with the DMCA. In appropriate circumstances, Action Squared will terminate the Accounts of customers who Action Squared suspects to be repeatedly or blatantly infringing copyrights.

C. If Action Squared receives a notice alleging that material on a customer’s instance of the Services infringes another party’s intellectual property, Action Squared may disable that customer’s instance of the Services or remove the allegedly infringing material. If Action Squared receives more than one such notice for the same customer, Action Squared reserves the right to immediately terminate such customer’s subscriptions to the services as deemed necessary by Action Squared to ensure continued protection under the safe harbor provisions under the DMCA or to prevent violations of other applicable laws or third parties’ rights.

18. Dispute Resolution

A. In the event of any dispute, claim, question or disagreement arising from or relating to these Master Terms, or the relationship that results from these Master Terms, other than claims for injunctive or other equitable relief (a “Dispute”), the parties hereto shall use their best efforts to settle the Dispute. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then the Dispute shall be resolved by binding arbitration in Washington, D.C., in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within the time provided herein, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the Dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the parties agree shall apply. The expenses of arbitration, including reasonable attorneys’ fees and the fees and expenses of the arbitrator, shall be shared equally by the parties.

B. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury for any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

C. Force Majeure. We shall not be liable to you or any other person, firm or entity for any failure of performance under these Master Terms, if such failure affecting us or our service providers and contractors is due to any cause or causes outside of our control, including, but not limited to, strikes, labor disputes, lockouts, or work stoppages, or other labor difficulties, shortages of labor or materials, riots, vandalism, civil disturbances, acts of terrorism, wars, third-party provider outages, cable cuts, power crisis shortages, infrastructure outages or failures, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, inclement weather, fires, floods, storms, explosions, and other uncontrollable acts of God or nature, or other similar occurrences; any law, order, regulation, direction, action or request of the United States or foreign government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority, or national emergencies.

19. Other Terms

A. Entire Agreement. These Master Terms constitutes the entire agreement between you and us with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. You may be subject to additional third-party terms and policies based on your use of the Services. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Master Terms and any other terms, these Master Terms shall govern. If any provision of these Master Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Master Terms will continue in full force and effect. The headings of sections and paragraphs in these Master Terms are for convenience only and shall not affect its interpretation.

B. Choice of Laws. The Master Terms are governed by the internal substantive laws of the District of Columbia, without respect to its conflict of laws principles.

C. Notices. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Services, as determined by us. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add support@actionnetwork.com to your email address book to help ensure you receive email notifications from us.

D. No agency, partnership, joint venture, or employment is created as a result of these Master Terms and you do not have any authority of any kind to bind us in any respect whatsoever. You and we agree there are no third-party beneficiaries intended under these Master Terms.

E. Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Master Terms or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

F. Limitation of Time to File Claims. Any action, claim or dispute you have against us must be filed within one year from the date the action, claim or dispute could first be filed. To the extent permitted by law, any claim or dispute under these Master Terms must be filed within one year in an arbitration proceeding. If a claim or dispute is not filed within one year, it is permanently barred.

G. Changes to the Master Terms. We may revise and update these Master Terms from time to time in our sole discretion. All changes are effective immediately when we post them.

H. Assignment and Transfer. You may not assign, transfer or convey these Master Terms or any obligations thereunder without our prior written consent. Any assignment, transfer or conveyance by you in violation of these Master Terms shall be of no power or effect. You also consent to the personal information, including sensitive information, of you and that of the individuals stored in the Services, being assigned, transferred or conveyed in the event of a business transition such as, but not limited to, a merger, sale, asset or stock acquisition of us by another company, or other transaction or proceeding. In such a case, your information would be used as set out in our Privacy Policy. We may assign, transfer, or convey (whether by contract, merger, or operation of law) these Master Terms, or any portion thereof, in our sole discretion.