Termination <p>These Terms are effective unless and until terminated by either you or Sam's Club. You may terminate these Terms at any time, provided that you discontinue any further use of the Site and cancel your membership. We also may terminate these Terms at any time and may do so immediately without notice, and deny you access to the Site, if in our sole discretion you fail to comply with any term or provision of these Terms. Upon any termination of these Terms by either you or Sam's Club, you must promptly destroy all Materials and other Content downloaded or otherwise obtained from the Site, as well as all copies of such Content, whether made under these Terms or otherwise. The following sections survive termination of these Terms: Intellectual Property, User Ideas, Sam's Club Membership Terms and In-Store Purchases, Limitation of Liability, Indemnification, Disputes &amp. Arbitration. Applicable Law.</p> XII. General <p>These Terms represent the complete agreement and understanding between you and Sam's Club and supersede all prior agreements and representations between the parties with respect to the subject matter of these Terms. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Sam's Club. Headings used in these Terms are for reference purposes only and in no way define or limit the scope of the section. If any provision of these Terms is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these Terms will remain in full force and effect.