Terms of Use

COURSE REGISTRATION AGREEMENT AND TERMS OF USE

By clicking to accept this agreement, ordering a training course or accessing or using any training materials, you agree to be bound by this agreement without modification by you. If you are ordering training courses or training materials as an employee, contractor, or agent of a company, partnership or similar entity, then you must be authorized to sign for and bind the entity in order to accept the terms of this agreement. The licenses and rights granted under this agreement are expressly conditioned upon acceptance by such authorized personnel. Carefully read the following terms and conditions before clicking accept. By clicking accept, you agree to be bound by the terms of this agreement; if you do not agree to these terms, click the decline button.

This Course Registration Agreement (“Agreement”) is by and between you (hereinafter referred to as “Customer”) and IBI HOLDINGS, LLC ( “IBI”). The “Effective Date” of this Agreement is the date which you agree to registration of your most recent course. “Customer” means either you as an individual or your company, partnership or similar entity, if you are ordering Training Courses or Training Materials in your capacity as an employee, contractor or agent of such entity. The Agreement consists of the terms and conditions set forth below, any Order Forms (as defined below) and any policies referenced herein.

Registration for this Training Course entitles you to unlimited online access to IBI’s Financial Modeling Essentials recorded online course for a period of 6 months from the effective date. Note that if you registered for a one-time live online, instructor-led version of this course (described as a virtual boot camp), you will still be granted six month access to the recorded online version of the course for a period of 6 months from the effective date.

This Agreement permits Customer to purchase training courses or register for a one-time limited exception to obtain access to a course (“Training Courses”) pursuant to IBI order forms (which may include online registration, receipts, order confirmations, or other documents made available by or on behalf of IBI in the past, present or future)(collectively, “Order Form(s)”) and sets forth the basic terms and conditions under which Training Courses will be delivered. By accepting this Agreement, the Customer agrees that any past or current purchases or Order Forms will be governed by this Agreement. By purchasing or registering for the Training Course, Customer agrees that it is not eligible for any other course offerings without payment of the registration fee for those additional courses, or unless otherwise outlined in this Agreement.

1. Online Training Courses. Upon payment of the training fees and/or your acceptance of this Agreement, IBI shall register you for the training for which you have selected. All trainings will be conducted using IBI’s online training environment on the date and at the time specified by IBI. You are prohibited from recording any IBI provided trainings and may not permit a third party to record any IBI provided trainings. Services are only for your internal use and customer may not use the services to supply any consulting, support or training services to any third party.

2. Use of Materials. As part of the Training Courses, IBI may provide Customer with access to the then-current version of IBI’s related training materials (“Training Materials”). Subject to the terms and conditions of this Agreement, IBI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use one copy of such Training Materials per paid Training Course attendee for internal educational and training purposes only. A Training Course attendee may not share Training Materials with anyone else. Customer shall not: (a) copy the Training Materials or any portion thereof; (b) share, distribute, rent, sublicense or transfer any copies of the Training Materials, or portions thereof, with or to a third party or allow a third party to use the Training Materials; (c) modify, decompile, disassemble or reverse engineer any sample object code provided with the Training Materials; or (d) use the Training Materials to develop services or products for sale or include any components of the Training Materials in any product.

3. Ownership of Training Materials. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, IBI and its suppliers have and will retain all rights, title and interest in and to the Training Materials (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights). Customer acknowledges that it is obtaining only a limited license right to the Training Materials and that irrespective of any use of the words “purchase,” “sale” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement or otherwise. All copies, improvements, updates, modifications or enhancements of the Training Materials (including any modifications to sample files) shall remain the property of IBI (including any changes which incorporate any ideas, feedback or suggestions of Customer). All rights not granted by IBI are reserved.

4. Confidential Information. In the course of their relationship, IBI may disclose to Customer information identified at the time of disclosure as confidential or that Customer should reasonably understand to be confidential or proprietary under the circumstances (“Confidential Information”). The Training Materials (including Customer feedback regarding the Training Materials) and information about IBI’s business and technology are Confidential Information of IBI. All Confidential Information shall remain the property of IBI, and Customer shall have no interest or rights in such except as expressly set forth in this Agreement. Customer agrees to maintain all Confidential Information in confidence and to take all reasonable precautions to prevent any unauthorized disclosure of such information. These restrictions on disclosure will not apply to any information which (a) becomes generally known or publicly available through no act or failure to act on the part of Customer; (b) is independently developed by Customer without use of Confidential Information as evidenced by its records; (c) is known by Customer at the time of receiving such information as evidenced by its records; or (d) is furnished to Customer by a third party, as a matter of right and without restriction on disclosure.

5. Payment. Customer will pay IBI the amounts and at the times set forth on the applicable Order Form. Unless otherwise specified in the Order Form, all payments are due at the time of purchase.

6. Limited Warranty and Disclaimer.

THE TRAINING COURSES AND TRAINING MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL IBI BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IBI’S ENTIRE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO IBI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

7. Termination. Either party may terminate this Agreement within ten (10) days’ written notice if no Order Form is in effect. In addition, either party may terminate this Agreement (including all related Order Forms) if (a) the other party fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) IBI ceases operations or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against IBI (and not dismissed within sixty (60) days thereafter). Upon any expiration or termination of this Agreement, Customer shall promptly delete (or, at IBI’s request, return) any and all Confidential Information in its possession or control. However, Customer may retain its licensed copies of any Training Materials it received prior to termination, provided this Agreement was not terminated for Customer’s breach and Customer remains in compliance with all applicable restrictions herein. For purposes of this paragraph, written notice shall include email communication. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive any termination or expiration of this Agreement.

8. Indemnification. You will defend IBI against any claim or action brought by a third party against IBI arising from your violation of any such third party’s privacy rights of the data you provide to IBI under this Agreement. You will pay those costs and damages finally awarded against IBI in any such claim or action (including reasonable attorneys’ fees) that are specifically attributable to such claim or action, or those costs and damages agreed to in a monetary settlement of such claim or action. You shall have the right to settle those aspects of the claim or action dealing only with the payment of money, if it pays such amounts as part of the settlement or entry of judgment. Notwithstanding the preceding sentence, in connection with such defense or settlement, you may not enter into any agreement involving injunctive relief or imposition of any other obligation upon IBI without IBI’s prior written consent.

9. Privacy Policy. This Agreement incorporates IBI’s Privacy Policy at https://ibanking.com/privacy-policy.

10. Governing Law; Venue. This Agreement and any disputes that may arise under, out of or in connection with this Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, and shall be binding on the parties to this Agreement in the United States and worldwide. This Agreement supersedes all previous registrations, agreements, contracts, promises or other commitments from or with IBI. The parties consent and submit to the jurisdiction of and venue in the courts of New Castle County, Delaware. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. English is the governing language of this Agreement. Customer acknowledges that IBI would not make available the Materials except on all the terms included herein, and accordingly IBI may terminate this Agreement and seek injunctive relief upon any breach. The parties are independent contractors and no employment, agency, or joint venture is created hereunder.

11. Equitable Relief; Attorney’s Fees. Each party agrees that any breach or threatened breach of the terms herein may cause the other party irreparable harm for which there is no adequate remedy at law. Consequently, either party may seek issuance, by a court of competent jurisdiction, an injunction, restraining order or other equitable relief in favor of itself, without the necessity of posting bond, restraining the other party from committing or continuing to commit any such violation. Any right to obtain an injunction, restraining order, or other equitable relief shall not be deemed a waiver of any right to assert any other remedy that may be available in law or in equity. If any proceeding is brought by either party to enforce or interpret any term or provision of this Agreement, the substantially prevailing party in such proceeding shall be entitled to recover, in addition to all other relief arising out of this Agreement, such party's reasonable attorneys' and other experts' (including without limitation accountants) fees and expenses. Without prejudice to the generality of the foregoing, if you fail to pay any fees or expenses when due, then you shall in addition pay all of IBI’s costs of collection, including without limitation reasonable attorneys' fees.

12. Force Majeure. IBI shall not be liable to you for any breach of its obligations or termination under these terms and conditions arising from causes beyond its reasonable control, including, but not limited to, fires, floods, earthquakes, volcanoes and other Acts of God, terrorism, riots, strikes, wars, medical epidemics, delay caused by transport disputes, failure to provide a course caused by a death in the trainer’s family, illness of the trainer, Government edict or regulation.

13. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at [email protected].

Investment Banking Institute Terms of Use (Effective 01/10/2020)

Welcome to IBI HOLDINGS, LLC’s (d/b/a “Investment Banking Institute” or “IBI”) (the “Company”) Terms of Use agreement. For purposes of this agreement, “Site” refers to the Company’s website, which can be accessed at www.ibanking.com or through our mobile application. “Service” refers to the Company’s website and services accessed via the Site, in addition to information about our company and services, and the ability to contact our company or register for classes. The terms “we,” “us,” and “our” refer to the Company, along with its affiliates. “You” refers to you, as a user of our Site or our Service.

The following Terms of Use apply when you access, view or use the Service via our website located at www.ibanking.com, the application (the “App”) on your mobile device, or any other websites, applications or services owned or operated by the Company.

Please review the following terms carefully. By accessing or using the Service, you signify your agreement to these Terms of Use. If you do not agree to be bound by these Terms of Use in their entirety, you may not access or use the Service.

The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy (found here: https://www.ibanking.com/privacy-policy/) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms of Use.

About the Service

The Service allows you to register an account with our company and access educational content.

Registration; Rules for User Conduct and Use of the Service

You need to be at least 13 years old and a resident of the United States to register for and use the Service.

If you are a user who signs up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from the Company. You agree to notify us immediately of any unauthorized use of your password and/or account. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account.

Use Restrictions

Your permission to use the Site is conditioned upon the following use, posting and conduct restrictions:

You agree that you will not under any circumstances:

access the Service for any reason other than your personal, non-commercial use solely as permitted by the normal functionality of the Service,

collect or harvest any personal data of any user of the Site or the Service

use the Site or the Service for the solicitation of business in the course of trade or in connection with a commercial enterprise;

distribute any part or parts of the Site or the Service without our explicit written permission (we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);

use the Service for any unlawful purpose or for the promotion of illegal activities;

attempt to, or harass, abuse or harm another person or group;

use another user’s account without permission;

intentionally allow another user to access your account;

provide false or inaccurate information when registering an account;

interfere or attempt to interfere with the proper functioning of the Service;

make any automated use of the Site, the Service or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

bypass any robot exclusion headers or other measures we take to restrict access to the Service, or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;

circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service; or

publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.

Posting and Conduct Restrictions

When you create your own personalized account, you may be able to provide your contact information and ask questions about our courses or course materials (“User Content”) to the Service. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service.

You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company, however, reserves the right to remove any User Content from the Service at its sole discretion.

We grant you permission to use and access the Service, subject to the following express conditions surrounding User Content. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms.

By transmitting and submitting any User Content while using the Service, you agree as follows:

You are solely responsible for your account and the activity that occurs while signed in to or while using your account;

You will not post information that is malicious, libelous, false or inaccurate;

You will not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;

You retain all ownership rights in your User Content but you are required to grant the following rights to the Site and to users of the Service as set forth more fully under the “License Grant” and “Intellectual Property” provisions below: When you upload or post User Content to the Site or the Service, you grant to the Site a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service; and you grant to each user of the Service, a worldwide, non-exclusive, royalty-free license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the Service and under these Terms of Use;

You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, or others, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and

You hereby agree that we have the right to determine whether your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.

You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. The Site is not responsible for any public display or misuse of your User Content.

The Site does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service or with other Users.

Posting and Conduct Restrictions

By transmitting and submitting any User Content while using the Service, you agree as follows:

You are solely responsible for your account and the activity that occurs while signed in to or while using your account;

You will not post information that is malicious, libelous, false or inaccurate;

You will not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;

Online Content Disclaimer

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or the Service nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other user or third party posts or sends via the Service. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.

You may be exposed to User Content that is inaccurate or objectionable when you use or access the Site or the Service. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. E-mails sent between you and other participants that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law. The Company shall have the right to remove any material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of a misuse of our Service or violation of these Terms of Use, please contact us [email protected].

Links to Other Sites and/or Materials

As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites or Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply our approval or endorsement. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Use, no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any applications you use or install from the Third Party Site.

(a) Termination of Repeat Infringer Accounts. We respect the intellectual property rights of others and requires that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

(b) DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to the designated copyright agent at [email protected]:

The date of your notification;

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(c) Counter-Notices. If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

Your physical or electronic signature;

A description of the content that has been removed and the location at which the content appeared before it was removed;

A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and

Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in our sole discretion) be reinstated on the Site in ten (10) to fourteen (14) business days or more after receipt of the counter-notice.

License Grant

By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

Intellectual Property

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

Email May Not Be Used to Provide Notice

Communications made through the Service’s email and messaging system will not constitute legal notice to the Site, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

User Consent to Receive Communications in Electronic Form

For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted or by telephone if you provided us with a valid telephone number and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt out of such email by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to [email protected] or mail to the following postal address:

Customer Support

IBI Holdings, 40 University Drive, Suite 400, Newtown, PA 18940

Opting out may prevent you from receiving messages regarding the Site, the Service or special offers.

Warranty Disclaimer

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

Limitations of Damages; Release

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident using the Service, you may specifically waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Modifications of Terms of Use

We reserve the right to change, modify, add or delete portions of these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. Your use of the Site or the Service constitutes your binding acceptance to our revisions to these Terms of Use. We will endeavor to notify you of material changes to the Terms by posting a notice on our Site and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

General Terms

If any part of this Terms of Use agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.

You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions.

We may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT Privacy Policy. REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

[SC1]Feel free to put this in sentence case.

[SC2]Here is the language I originally included in this regarding possible ceasing operations. Typically, you cannot cancel contracts based on dissolution. Even though this clause may be unenforceable in many states, I put it in here anyway. My apologies I could not remember on the phone.