1.      Use of this Site.

a.      License.  On the condition that you comply with all of your obligations under these Terms, Provider grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access this Site with a generally available web browser to view information and use this Site.  Any other use of this Site is strictly prohibited and a violation of these Terms.  Provider and its licensors reserve all rights not expressly granted in these Terms, including, without limitation, rights of title, ownership, intellectual property and all other rights and interests in this Site and all related items.

b.      Revision of these Terms.  Provider may revise these Terms at any time with or without additional notice to you.  If we do this, we will post the amended Terms on this page and indicate on the top of the page the date the agreement was last revised.  Such revised Terms will be effective when posted on this Site.  You should revisit these Terms on a regular basis, as revised versions will be binding upon you.  You understand and agree that your continued access to or use of this Site after the effective date of changes to these Terms indicates your acceptance of such revisions.  If you do not agree to any of these Terms or any future Terms, do not use or access (or continue to use or access) the Site.

c.      Cessation of Service.  Provider reserves the right to modify, terminate and suspend the operation of this Site, as well as the provision of any or all products or services via this Site, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

d.      Risks Inherent in Electronic Mail.  You understand that communications distributed by this Site may be distributed by electronic mail, which is by its nature insecure and unreliable.  Electronic mail is subject to interception, misdirection and loss.  In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients.  Any recipient of an electronic message sent by this Site may access the hyper-links to files contained on this Site, as this Site does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.

2.      Your Account.

Customer Support
Catalyst Capital Holdings LLC

1800 Avenue of the Stars, 12th Floor

Los Angeles, CA  90067

Opting out may prevent you from receiving email messages regarding updates or improvements.

b.      Responsibility.  You are solely responsible for your Account, your contact information and other information made available through your Account or otherwise via this Site (your “Information”).  You assume all risks associated with your Information, including reliance on its quality, accuracy or reliability by any other person or entity.

c.      Termination.

(i)          By you.  You may terminate your Account at any time by electronic mailing Provider at [email protected].

(ii)         By Provider.  If Provider has reason to suspect that you have breached these Terms, or that any of your Information is not authorized, correct, current and complete, Provider may, in addition to taking or reserving any other remedies against you, terminate your Account.  Provider reserves the right to erase any or all of your Information from this Site, as well as to terminate your Account without notice or liability, at any time and for any or no reason in its sole and absolute discretion.  Any suspension, termination or cancellation of your Account shall not affect provisions of these Terms, such as indemnification and limitations of liability, that are by their nature intended to survive such suspension, termination or cancellation.

d.      Prohibited Uses.  You agree that:

Appropriate legal action will be taken for any illegal or unauthorized use of our Site.

e.      Provider’s Right to Use Your Information.  As between you and Provider, your contact information, data and other information made available through your Account or that you otherwise make available from time to time on the Site (collectively, “Your Information”) is owned by you.  You hereby irrevocably grant Provider a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, assignable, sublicensable, transferable rights to use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Information in connection with the Site and the services provided to you by the Site.

3.      Representations and Warranties.  You represent and warrant that:

a.      you are 18 years or older and you have all requisite rights and authority to use the Site and to enter into these Terms;

b.      the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties;

c.      you will use the Site and services provided by the Site for lawful purposes only and subject to these Terms;

d.      you are responsible for all use of the Site and services provided by the Site by persons accessing the Site and such services through your account;

e.      you agree that Provider will not be liable for any losses incurred as a result of a third party’s use of the Site and services provided by the Site associated with your account, regardless of whether such use is with or without your knowledge and consent;

f.       you will not use the Site and services provided by the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with use of the Site or services by others;

g.      any information submitted to the Site or Provider by you is true, accurate, and correct;

h.      you understand that, except at expressly stated in these Terms, these Terms do not grant you any license to use, reproduce, distribute, display or provide access to any portion of this Site on third-party websites, or otherwise;

i.       you will not attempt to gain unauthorized access to the Site or services provided by the Site, other accounts, computer systems, or networks under the control or responsibility of Provider through hacking, cracking, password mining, or any other unauthorized means;

j.       you agree to immediately notify Provider of any unauthorized use of your account of which you become aware;

k.      you are solely responsible for maintaining the confidentiality of your account names and password(s);

l.       you are not a competitor of Provider or its licensors and are not using the Site or services provided by the Site for reasons that are in competition with Provider or its licensors;

m.     if you use this Site in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms;

n.      you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s username, password or other account information or another person’s name, likeness, image or photograph; and

o.      your consent to be bound to any consents, notices, disclosures or other records or documents to be entered into between you and Provider (“Electronic Contracts”), whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms.

a.      Content of this Site.  Provider or its licensors own all of the content that is made available in connection with this Site (the “Site Content”), including visual interfaces, interactive features, images, text, logos, graphics, designs, databases and their data, computer code, products, software and all other elements and components of this Site.  Provider or its licensors also own the Intellectual Property Rights in the Site and Site Content.  “Intellectual Property Rights” means all copyright rights, trademark rights, trade dress and service mark rights, goodwill, mask work rights, moral rights, trade name rights and other intellectual and proprietary rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the law of any state, country, territory or other jurisdiction throughout the world.  Except as specifically provided herein, nothing in this agreement shall be deemed to create a license in or under such Intellectual Property Rights.

Without limiting the foregoing, if you believe that your work has been copied and posted on the Provider Service in a way that constitutes copyright infringement, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Provider Service; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please provide this information to:

Copyright Notices – Catalyst Capital Holdings LLC

1800 Avenue of the Stars, 12th Floor

Los Angeles, CA  90067

Email: [email protected]  

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Provider and its affiliates that your copyrighted material has been infringed.  The preceding requirements are intended to comply with Provider’s rights and obligations under the Digital Millennium Copyright Act (“DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice.  It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Provider has adopted a policy of terminating, in appropriate circumstances and at Provider’s sole discretion, members who are deemed to be repeat infringers.  Provider may also, at its sole discretion, limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

5.      Privacy.  Provider respects your privacy and limits the sharing of data about you with third parties.  Please consult the Provider’s Privacy Policy, available here [ß insert hyperlink to local Provider privacy policy] for more information. By agreeing to these Terms, you acknowledge and consent to the use, sharing and disclosure of your personal information and data as described in such Provider Privacy Policy, as it may be amended from time to time.

6.      Indemnification.  You agree to indemnify, defend and hold Provider, as well as Provider’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, the “Provider Parties”) harmless from any and all claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:

a.     your access to or use of this Site;

b.     your violation of these Terms, including without limitation your breach of any representation or warranty;

c.     your infringement, or the infringement of any third party using your Account, of any intellectual property or other right of any person or entity;

e.     the nature and content of all materials, Electronic Contracts, works, data, statements and other visual, graphical, written or audible communications of any nature submitted by you or otherwise processed through your Account.

Provider reserves the right to, but is not obligated to, assume the exclusive defense and control of any matter for which you are required to indemnify the Provider Parties, and you agree to cooperate with Provider’s defense of such claims.  You agree not to settle any such matter without Provider’s prior written consent.  Provider will use reasonable efforts to notify you of any such claim, action or proceeding when Provider becomes aware of it.  Each of the Provider Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.

7.      Third Party Services.  This Site includes links to third-party products, services and websites, as well as materials provided by third parties (collectively, “Third-Party Content”).  Neither these Terms nor this Site endorse or take responsibility for any Third-Party Content.  You agree that the Provider Parties are not responsible for the availability or contents of Third-Party Content.  You understand that the Provider Parties have no obligation to, and generally do not, approve or monitor materials provided by third parties through this Site.  Your use of Third-Party Content is at your own risk.

8.      Limitations of Liability.

a.      DISCLAIMER OF WARRANTIES.  THIS SITE IS PROVIDED “AS IS,” AND PROVIDER: (i) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (iii) DOES NOT WARRANT THAT THIS SITE IS OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE.  YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THIS SITE.  YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF PROVIDER TO ANY THIRD PARTY.  USE OF THIS SITE IS AT YOUR SOLE RISK.  PROVIDER MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THIS SITE.  Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you.  In such event, such warranties are limited to the minimum warranty period allowed by the applicable law. Without limiting the generality of the foregoing, Provider does not make any warranty of any kind with respect to freedom from patent, trademark, or copyright infringement, or theft of trade secrets and Provider does not assume any liability hereunder for any infringement of any patent, trademark, or copyright arising from the use of the Site or rights granted or provided by Provider hereunder.

b.      No Consequential Damages.  Provider shall not be liable for any indirect, special, incidental, exemplary, punitive or consequential loss or damage of any kind, including without limitation, lost business or profits, whether arising in tort (including negligence), equity, breach of contract or otherwise (and whether or not such damages are foreseeable or Provider has been advised of the possibility of such loss or damage).  In no event will any of the officers, trustees, directors, partners, employees, consultants, beneficiaries, joint venturers, members, stockholders or other principals or representatives of Provider, ever be personally liable to you under, arising out of, or related to these Terms (including for direct or consequential damages), and you hereby waive the right to recover damages from any such persons.

c.      LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, THE PROVIDER PARTIES’ MAXIMUM AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SITE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).  THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY.  If applicable law limits the application of the above limitation of liability, Provider’s liability will be limited to the maximum extent permitted by law.

a.      Acknowledgment.  You acknowledge that Juniper Square, Inc., a Delaware corporation (“Juniper Square”), hosts and operates this Site on behalf of and as a licensor to Provider, and consent to the sharing of information about you with Juniper Square for storage and processing, in each case for the purpose of hosting this Site and facilitating provision of products and services by Provider to you.  As the licensor of this Site, Juniper Square owns all of the Site Content and related intellectual property, other than such Site Content that is proprietary or personal information of Provider or its users.  Juniper Square also own the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with this Site and the Site Content (other than such intellectual property rights that constitute proprietary information or registered intellectual property of Provider or its users), which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws.  You will be required to agree to Juniper Square’s Terms of Use as a condition to your Use of this Site.

b.      Third-Party Beneficiary.  You agree that Juniper Square is an express third party beneficiary of these Terms, with full rights to enforce any or all of their provisions, on its own behalf or on behalf of Provider.

10.    Export Laws.  You acknowledge that technology utilized by this Site and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Provider makes available through the Site (collectively “Excluded Data”), may be subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”).  You represent and warrant that: (i) you are not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business.  You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Site and Services.  You shall advise Provider at [email protected] in the event the Excluded Data requires Provider to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Site or Services.  Upon being advised of such a requirement, Provider may at its sole discretion: (a) terminate your Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify these Terms such that additional licenses, permits, and/or approvals are no longer required to be obtained by Provider.

11.    Confidentiality.  The information available on the Site relates to Provider, its affiliates and affiliated investment funds (collectively, the “Disclosing Parties”).  This information is highly confidential.  You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Disclosing Parties and their affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Disclosing Parties to maintain its secrecy.  You hereby agree that information available on the Site constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their affiliates and/or the investment funds and opportunities managed by the Disclosing Parties or their affiliates (each a “Fund”).  The reports available on the Site are for use by investors and potential investors or their authorized designees in such a Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of your investment in such Fund.  In addition, you agree that any information on this Site shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under these Terms and Conditions, and (ii) such other employees and investment advisers are not given your password to access this Site) or as explicitly required by applicable law.  You agree to be responsible for the consequences of dissemination of any information from the Site by such employees and investment advisers.

PLEASE READ THIS SECTION CAREFULLY.  IT INCLUDES A MANDATORY ARBITRATION PROVISION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF ANY OF THE SITES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT.  THIS PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THIS SECTION ALSO INCLUDES A JURY WAIVER.

You and Provider agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services or Site, the Products, any breach, enforcement, or termination of these Terms, or otherwise relating to Provider in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions set forth in this Section 12.

a.      Informal Resolution.  If you have any dispute with us, you agree that before taking any formal action, you will contact us at [email protected], provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account) and allow sixty (60) days to pass, during which we will attempt to reach an amicable resolution of any issue.

b.      Applicable Law.  United States federal law, and (to the extent not inconsistent with or pre-empted by federal law) the laws of the State of California, without regard to conflict of laws principles, will govern all Covered Matters.

c.      Arbitration.  Subject only to the optional exceptions in Paragraph 12(e) below, You and Provider each agree that any and all disputes or claims that have arisen, or may arise, between you and Provider relating in any way to or arising out of this or previous versions of the Terms of Use, your use of or access to Provider’s Services, or any products or services sold, offered, or purchased through Provider’s Services shall be resolved exclusively through final and binding arbitration, rather than in court. Any claims arising out of, relating to, or connected with these Auction Terms and Conditions not resolved through Informal Resolution pursuant to paragraph 10(a) above must be asserted individually in a binding arbitration to be administered by JAMS in Los Angeles County, California pursuant to the JAMS Comprehensive Arbitration Rules and Procedures.   Both parties further agree that the arbitration shall be conducted before a single JAMS arbitrator who is a retired California or federal judge or justice.  The arbitrator shall strictly apply California substantive law and the California Rules of Evidence.  BY AGREEING TO ARBITRATE, YOU WAIVE ANY RIGHT YOU HAVE TO A COURT OR JURY TRIAL.  The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals.  The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Auction Terms and Conditions, including, any claim that all or any part of these Auction Terms and Conditions is void or voidable or that a particular claim is subject to arbitration.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

d.      Award.  You agree and acknowledge that in any award to be granted by the Arbitrator, your rights and remedies against us or any distributor of financier or other party related to the Service shall be limited to an action at law for money damages, and you hereby waive all other rights and remedies you may have at law or in equity (including, without limitation, injunctive relief, rescission, cancellation, and termination of this Agreement or the right to enjoin or restrain the advertisement, promotion, marketing or exploitation by Provider or any third party in connection any rights or activities hereunder in any and all manner of media whatsoever, whether now known or hereafter devised).  For matters where the relief sought is over $5,000, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law.  The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section as to the types and the amounts of damages for which a party may be held liable.  The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Provider user to the extent required by applicable law.  The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

e.      Exceptions. There are only two exceptions in which the parties may elect to seek resolution outside of arbitration before JAMS:

(1)    First, if we reasonably believe that you have in any manner infringed upon or violated or threatened to violate or infringe any of Provider’s Intellectual Property Rights, privacy rights, publicity rights, or data security, in which case you acknowledge that there may be no adequate remedy at law and we may seek injunctive or other appropriate relief in any court of competent jurisdiction.

(2)    Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in Los Angeles County, California, if the claim and the parties are within the jurisdiction of the small claims court and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

f.       Costs of Arbitration.  Payment of all filing, administration, and arbitrator fees will be governed by JAMS rules, unless otherwise stated in this agreement to arbitrate.  If the value of the relief sought is $5,000 or less, at your request, Provider will reimburse you for all filing, administration, and arbitrator fees associated with the arbitration following the earlier of the arbitrator’s decision or settlement.  In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, Provider is relieved of its obligation to reimburse you for any fees associated with the arbitration.  The prevailing party shall be entitled to an award of all attorneys’ fees, costs and expenses incurred by it in connection with the dispute.  “Attorneys’ fees and expenses” includes, without limitation, paralegals’ fees and expenses, attorneys’ consultants’ fees and expenses, expert witness’ fees and expenses, and all other expenses incurred by the prevailing party or its attorneys in the course of their representation of the prevailing party in anticipation of and/or during the course of the litigation, whether or not otherwise recoverable as “attorneys’ fees” or as “costs” under California law; and the same may be sought and awarded in accordance with California procedure as pertaining to an award of contractual attorneys’ fees.

g.      Future Amendments to the Agreement to Arbitrate.  Notwithstanding any provision in the Terms of Use to the contrary, you and we agree that if we make any amendment to this agreement to arbitrate in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Provider prior to the effective date of the amendment.  The amendment shall apply to all other disputes or claims governed by the agreement to arbitrate that have arisen or may arise between you and Provider.  If you do not agree to these amended terms, you may close your account within thirty (30) days of the posting or notification and you will not be bound by the amended terms.

h.      Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate, as a result of a decision by the arbitrator or a court order or because you have chosen to file an eligible lawsuit in small claims court, you agree that any claim or dispute that has arisen or may arise between you and Provider must be resolved exclusively by a state, federal, or small claims court located in Los Angeles County, California.  You and Provider agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.

j.       Procedure.  In order to opt-out, you must email your name, address (including street address, city, state, and zip code), and email address(es) associated with your User account(s) to which the opt-out applies and an unaltered digital image of a valid driver’s license which matches the name on your account to: [email protected]. This procedure is the only way you can opt out of the agreement to arbitrate.  If you opt out of the agreement to arbitrate, all other parts of these Terms of Use and its Disputes Section will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

k.      WAIVER.  BY AGREEING TO THESE TERMS OF USE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED BELOW) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

l.       STATUTE OF LIMITATIONS.  REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICE, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

13.    Availability and Use Outside of the United States.  The Site is controlled, offered and operated from facilities in the United States.  Provider makes no representations that the Service is appropriate or available for use in other locations.  Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.  Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals located in the United States.  Nothwithstanding the foregoing, Provider retains all rights, including all Intellectual Property Rights, to the Service and the Site Content therein, throughout the world.

a.      Governing Law.  These Terms shall be governed by the laws of the State of California, regardless of conflict of laws principles.

b.      Headings.  The section titles in these Terms are for convenience only and have no legal or contractual effect.

c.      No Assignment.  These Terms, and any rights or obligations under these Terms, are not assignable, transferable or sublicensable by you except with Provider’s prior written consent, but may be assigned or transferred by Provider without restriction.  Any attempted assignment by you shall violate these Terms and be void.

d.      Beneficiaries.  Nothing in these Terms is intended to, nor will be deemed to, confer rights or remedies upon any third party.

e.      Amendments; Waivers.  Provider may modify these Terms as provided in Section 1(b) (Revision of these Terms). These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by Provider.  Except as expressly set forth herein, any failure of a party to take action in response to any breach of these Terms by the other party shall not constitute a waiver of such breach or of performance required by the other party; and no waiver of any provision of these Terms shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided therein.

f.       Force Majeure.  Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.

g.      Notices.  To send notices to Provider, or if you have any questions regarding these Terms, please contact Provider at [email protected].  Provider may provide you with notices, including notices of changes to these Terms, by electronic mail, regular mail or communications through this Site.

h.      Entire Agreement.  These Terms, together with any other legal notices and agreements published by Provider via the Site concerning the Site, contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain services available through the Site, which may have terms that are different from those of these Terms.  In the event of any inconsistency, the terms of such other agreement shall control with respect to such services.

i.       Severability.  If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.