Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section. The failure of the Council to act with respect to a breach of these Terms by you or others does not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches. Any action or proceeding arising out of or related to these Terms or your use of the Services must be brought in the state or federal courts of the State of California, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have with respect to your use of the Services must be commenced within one (1) year after the claim or cause of action arises.