Slated

Where great movies get made.

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Terms of Service

Updated as of April 16, 2015

Slated, Inc. (“Slated,” “Company,” “we” or “us”) welcomes you.  We provide the website at www.slated.com (the “Site”) to you, subject to the terms and conditions contained in this Terms of Service (this “TOS”).  This TOS governs the relationship between Company and you, the user of the Site.  

1. Legally Binding Agreement; Changes to TOS.  

1.1 Please read this TOS carefully as it contains legal obligations.  You agree that by registering for or using our Services (defined in Section 2 below), or by accessing or using our Site, you are entering into a legally binding agreement with Slated.  If you are using or accessing the Services or Site on behalf of your employer, another individual or an entity, such as a corporate entity, trust, partnership or other organization (collectively, “Authorizing Party”), you represent that you are duly authorized by such Authorizing Party to enter into this TOS on behalf of such Authorizing Party (and “you” as used in this TOS refers both to you individually and to the Authorizing Party).  You also represent to Slated that you are of the legal age to form a binding agreement with us and that you are not a person or entity barred from accessing or using the Site under the laws of the United States or other applicable jurisdiction.  By clicking “Apply” at the time or after you register with us, you acknowledge that you have read and understood the terms and conditions of this TOS and that you agree to be bound by all of its provisions, that you also consent to use electronic signatures, and that you acknowledge your click of the “Apply” button as one such signature.  If you do not want to register for an account with us, or you do not agree to any terms of this TOS, do not click “Apply” and do not access or use the Services or Site.  

1.2 We reserve the right to update or make changes to this TOS from time to time in our sole discretion, and we may notify you of changes by any reasonable means, including without limitation, by notifying you through the email you provide us in your User Profile (defined in Section 2) or by posting the revised version of this TOS on the Site, which changes will become effective immediately upon the transmission of such email or posting on the Site, whichever occurs first.  You can determine when this TOS was last revised by referring to the “Updated” legend at the top of this TOS.  Please return to this page periodically to ensure familiarity with the most current version of this TOS.  Your continued access or use of the Services or Site after any changes to this TOS shall constitute your agreement and consent to such changes.  You agree that your use, access and purchase of any Services may be subject to any additional posted guidelines, rules, terms and conditions applicable to such Services (collectively, “Policies”), which are hereby incorporated by reference into this TOS.  In the event that any terms or conditions of such Policies contradict or are inconsistent with the terms and conditions of this TOS, such Policies will govern and prevail solely with respect to the specified Services to which they apply.

2. Definitions.

2.1   “Accredited Investor” has the meaning ascribed thereto by the SEC in Rule 501 of Regulation D (as amended from time to time) under the U.S. Securities Act of 1933 (the “Act”), or such other rule as may succeed Rule 501 from time to time.  For informational purposes only, as of the date hereof, the “Accredited Investor” is defined as:

(i)             Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(ii)           Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(iii)          Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv)          Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(v)           Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

(vi)          Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(vii)        Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

(viii)       Any entity in which all of the equity owners are accredited investors.

2.2 “Code of Conduct” means the rules governing the conduct by Users when using or accessing any of the Services or Site, as prescribed by Slated from time to time.  A copy of the current Code of Conduct can be found here, the contents of which are hereby incorporated by reference into this TOS.

2.3 “Company Person” means any employee, officer, director, agent, representative or affiliate of the Company.

2.4   “Confidential Information” means all Content owned or controlled by a User made available on the Services or Site that is marked or designated by such User or Slated as “confidential,” that is disclosed under circumstances indicating its confidential nature, or otherwise would be known to be confidential by a reasonable person.  If a User, in the Company's reasonable determination, ceases to treat as confidential such User’s Content designated by such User as Confidential Information, or if such Content is disclosed by such User to a third party without any obligations of confidentiality, or if such Content becomes public information through no fault of any receiving User, then such Content shall no longer be deemed Confidential Information for the purposes of this TOS.  Notwithstanding anything in the preceding sentence, any and all information disclosed under the FIRSTLOOK feature (the description of which can be found here) of the Services and Site shall be deemed Confidential Information.

2.5   “Content” means (a) images, text, messages, works of authorship, photographs, graphics, comments, suggestions, video, audio, or other material uploaded, downloaded, appearing or otherwise made available on or through the Services or the Site; and (b) personally identifiable information, data and other information uploaded, downloaded, appearing or otherwise made available on or through the Services or the Site.

2.6   “Eligible User Profile” means the profile created by the User which may contain the User’s email address, the password used to access the User’s account, payment information, and any other information the Company may require to complete or maintain your registration of an account.    

2.7 “Filmmaker” means a User who represents one or more film projects through the Services or Site and may (or may not) be interested in procuring investor interest for such film project(s) through the Services or Site.

2.8 “Investor” means a User who has indicated an interest in finding investment opportunities offered by Filmmakers through the Services or Site.

2.9 “Privacy Policy” means Slated's policy on how Slated collects, uses, discloses and manages information and data collected about Users of the Services and Site, which policy may be modified by Slated from time to time.  A copy of the current Privacy Policy can be found here.

2.10 “Prohibited Activity” means one or more activities designated by Slated as prohibited from time to time in its sole and absolute discretion.  Without limiting the foregoing, the following will be deemed Prohibited Activities:

(i)             The modification, adaptation, disassembly, de-compilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Services or Site (except where the foregoing is permitted by applicable local law notwithstanding such restrictions, and then only to the extent that such intended activities are disclosed in advance in writing to us);

(ii)           The use of Services or Site in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Site or any networks or security systems of Company or its service providers, or otherwise interfere with other Users’ use of the Services or Site;

(iii)          The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services, Site or any Content;

(iv)          The submission of any Content or material that expresses or implies that such Content or material is sponsored or endorsed by the Company;

(v)           The use of the Services or Site to violate the security of any computer network or to transfer or store illegal material; or

(vi)          The use of the Services or the delivery of any Content in violation of any applicable law, including the securities laws, intellectual property laws, right of privacy or publicity laws and any laws of any jurisdiction (including that of the United States of America) applicable to you or Slated.

2.10 “SEC” means the U.S. Securities and Exchange Commission, and/or any successor entity or entities thereto.

2.11 “Services” means any and all services made available on the Site, including any information, features, functionality and applications offered on the Site from time to time.  Access to certain Services may be based on the type of subscription you have purchased and/or based on the designation of your user type (i.e. Investor, Filmmaker or other user type).

2.12 “User” means any user of the Services and/or Site.

3. Slated Services, Related Undertakings and Limitations.  

3.1            Right to use the Services.  Subject to your acceptance of, and compliance with, this TOS, we grant you a non-exclusive, revocable, non-assignable, non-sublicenseable, non-transferable right to access and use the Services to which you have subscribed and the Site.  The Services and Site are protected by copyright, trademark, and other laws of both the United States and foreign countries.  Except as expressly provided herein, nothing in this TOS gives you a right to use our trademarks, trade names, service marks, logos, domain names, or other brand features.  Slated and its licensors reserve all rights not expressly granted in this TOS.

3.2 Restrictions and Obligations.  You agree that in accessing and using the Services and Site, you agree that you will:

(i) not modify, alter, adapt or create a derivative work of any Content of another User, the Services or the Site;

(ii)   attribute the Site as the source of any information which you obtain from the Site, with such attribution in the form of a human and machine-followable link (a tag) linking back to the page on the Site displaying the original Content which contains such information (or if the original page is not accessible to the recipient or viewer of the information without logging in through an account with us, then you will attribute the Site generally as the source of such information).  For purposes of clarity, you shall not have the right to use or disclose any Confidential Information in breach of your confidentiality obligations in Sections 4.2;  

(iii) upon request by Slated, make a reasonable effort to update your Content on the Site and/or the Services to the most updated version (and we will similarly make a reasonable effort to update any of your Content on the Site upon our receipt of your written request);  

(iv)   upon request, either by Slated or by a User who provided the Content, make a reasonable attempt to permanently delete, destroy and erase any Content that has been deleted from the Site (and require that any party to whom such Content has been provided, through multiple tiers, do to the same);

(v) will not use the Services or Site, or display any results, Content or information from the use of the Services or Site in any way to compete with Slated, the Services or the Site;

(vi) will not sublicense, transfer, share, lend (via a service bureau or otherwise), distribute or resell to any third party your right to access or use the Services or Site (or any portion thereof);

(vii) will not use any data mining features, robots, spiders or similar data gathering and extraction tools in your use of the Services or Site to retrieve, index, “scrape,” “data mine,” or in any way gather content or data from the Services or Site, or otherwise circumvent the navigational structure or presentation of the Services or Site; and

(viii) will not circumvent, disable, override or otherwise interfere with any security-related features of the Services or Site, or any other features that prevent or restrict use, copying, data mining or otherwise or enforce the limitations on the use of the Services or Site.

3.3 License to Your Content.  By uploading or otherwise providing any Content through your use of the Services or Site, whether through your account with us or otherwise, you hereby grant to Slated a non-exclusive, non-transferable (except as permitted in Section 10.8) royalty-free, fully paid-up, irrevocable, worldwide right and license to use, display, perform, exhibit, modify, reproduce and make available such Content through the Services and Site to other Users during the term of this TOS.  After the term of this TOS, we shall have the right to maintain a copy of such Content for archival purposes and in order to enforce our rights under this TOS.  

3.4 Ownership.  Subject to the licenses granted in Section 3.3, as between Slated and you, you shall exclusively own and retain all right, title and interest (including all intellectual and proprietary rights) in and to your Content.  As between you and Slated, Slated shall exclusively own and retain all right, title and interest (including all intellectual and proprietary rights) in and to the Services and Site, including all Content (other than your Content) and other materials appearing therein.  Slated shall also own any and all metadata related to your Content generated by Slated’s Services, Site and systems.

3.5 Subscriptions; Fees.

(i) In order to use and access certain portion of the Services and Site, you will be required to purchase subscriptions which may be offered with a monthly, annual or other term.  We may offer different levels of subscriptions, which provide different levels of access to the features of the Services and Site. The term of your subscription will commence on the date you purchase such subscription.  

(ii)   For monthly subscriptions, payment will be initiated on a monthly basis and will be paid in advance or on the first day of each such month of your subscription term.  For annual subscriptions, you will be charged for the annual term of your subscription at the time you purchase such subscription.  You hereby authorize us to collect from your payment method all outstanding fees and charges for your account.  If any fees and charges are not paid by the due date, Slated may suspend or terminate your access to the Services and Site, without notice to you, until all amounts due are paid.  Additionally, any fees and charges which are not paid by the due date are subject to a late charge of one percent (1%) (or the maximum amount permitted by applicable law, whichever is lower) for each month, or fraction thereof, until the full amount due is paid in full.  You are responsible to pay all fees and charges for your subscriptions, and except as described in this TOS, any suspension, termination or disconnection of the Services or Site does not relieve you of the obligation to pay such fees.

(iii) You may cancel your monthly subscription by providing written notice to us of such cancellation.  Your subscription will terminate at the end of the month during which you cancelled, and you will be charged the applicable subscription fee for such month.  You may cancel your annual subscription by providing written notice to us of such cancellation, which notice must be received by us during the first 180 days of your annual subscription.  Upon such cancellation, your subscription will terminate at the end of such 180-day period and you will be entitled to a refund of fifty percent (50%) of the annual subscription fees actually paid to us, less any amounts owed to us.  You will not be entitled to any refund of the subscription fee if you elect to cancel your annual subscription after the first 180 days thereof.  

(iv) If we terminate your subscription without a stated reason, you will only be responsible for the applicable subscription fees, on a pro-rata basis, through the date of the termination of your subscription.  If we terminate your subscription for a stated reason, then you will be responsible for the applicable subscription fees through the end your subscription term.  “Stated reasons” include the following: (a) we have determined, in our sole discretion, that you have misused the Services or the Site, engaged in suspected fraudulent or illegal activity, engaged in other activity that adversely affects the Services, Site or our network, or other Users’ ability to use the Services or Site; or (b) you have breached this TOS.  You understand that Company reserves the right to monitor all uses of the Services and Site, and your compliance with this TOS.  Your subscription may be resumed after we have terminated your subscription for a stated reason, but the original term thereof shall not be extended.

(v) Other features of the Services or Site may be subject to a fee, such as a submission fee for submitting a project to us. All such fees are non-refundable.

3.6 Accredited Investors.  We will require all new or prospective Users of Slated who identify themselves as Investors to execute an Accredited Investor Questionnaire.  We have created a questionnaire that is designed to make (prospective) Users review whether they truly are accredited and sophisticated, but we do not verify the representations they make or whether such Users would be deemed accredited under applicable state, federal or international securities laws or other laws.  We have also designed the Site so that an Investor is not intended to be introduced to any Filmmaker whose capital raising activities were in process when that Investor becomes a member of Slated, but we cannot guarantee that our design is foolproof, or that Investors who learn about a Filmmaker's business through Slated will not find another way to be introduced to such Filmmaker.

3.7 Display Filmmakers' Content and Allow Communications with Investors Only as Instructed by the Filmmaker/Investor. When you create an account with Slated, and at any time thereafter, you will be able to set a variety of filters that are intended to control who is able to see your Confidential Information and what information of other Users will be accessible by you.  We will make commercially reasonable efforts not to intentionally violate such filters: provided, however, that we do not guarantee or warranty:

(i)             that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur; or

(ii)           that any other User whom you have given access to Confidential Information will not violate the conditions of confidentiality that you and / or the Company have imposed on such User and such Confidential Information.

3.8 Reservations and Limitations.  Without limiting any right, privilege, limitation or reservation contained elsewhere in this TOS and benefiting the Company, the Company reserves the following rights:   

(i) Slated reserves the right, but is not required, to monitor, modify, suppress, delete or control the Content posted via the Services or the Site, and to take any action with respect to such Content at any time and without notice to you or other Users.  Our failure to exercise that right, however, does not give you or any other party any right to make a claim against Slated.

(ii)           Slated reserves the right, at any time and from time to time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Services or Site in any way and at any time, with or without notice to you.  You agree that any notices to you will be deemed provided to you and effective on the date of posting on the Site or on the day of email to the email account we have on file for your account, whichever occurs earlier.  You agree that (a) Slated shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or Site, in whole or in part, and (b) your continued use of the Services or site after any changes to the Services or Site have been implemented will be deemed your acceptance of such changes.  In the event that the Services are discontinued, you will be responsible for the applicable subscription fees, on a pro-rata basis, through the date of the discontinuance of such Services.   

(iii)   Slated reserves the right to terminate your access to the Services or Site without notice and, in the event that you have violated this TOS, to pursue additional remedies available to Slated at law or in equity.

(iv) Slated reserves the right to delete your account for any reason or for no reason at all, and if Slated deletes your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.

(v) Slated reserves the right to refuse registration of, or cancel, your account in its discretion for any reason or for no reason.  In addition, Slated reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content through the Services or Site and to terminate Users or reclaim Usernames.  Slated also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to: (1) comply with any applicable law, regulation, legal process or governmental request; (2) enforce this TOS (including investigation of potential violations hereof); (3) detect, prevent, or otherwise address fraud, security or technical issues; (4) respond to User support requests; and/or (5) protect the rights, networks, property or safety of Slated, its Users and the public.

(vi) Without limiting the generality of the foregoing, you specifically acknowledge that Slated has the right to terminate or limit your account for any reason or no reason at all.  Any Content that has been uploaded through the Services or Site may be deleted at any time without notice to you.  Slated shall have no liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this TOS, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you.  By using the Services or Site, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.

(vii)        We are not obligated to display your Content to any other User, nor are we obligated to introduce you to any Filmmaker or Investor.

(viii)       We are not responsible for conducting due diligence on the Users you meet through the Services or Site.  Should we conduct due diligence on one or more Users, this does not change the meaning or effect of the immediately foregoing sentence, nor are we responsible or can be held liable for the outcome of any such due diligence.

(ix)          We are not responsible for verifying that any Investor is accredited or otherwise authorized or appropriate to invest in your project, or for determining whether any use of Slated constitutes a general solicitation of securities under U.S. law or the laws of any state or other jurisdiction, including foreign jurisdictions.

(x)           We do not recommend any films or other ventures for investment or endorse their fitness for investment, verify the information on the Site or in our emails; and we do not claim that any Content provided by Users or the Company is accurate, complete and not misleading.

(xi)          We are not obligated to maintain the confidentiality of any Content you give us, other than with respect to Confidential Information, and with respect to Confidential Information, we are not obligated to protect it other than by designating it as such and putting in place reasonable technological measures that we have determined in good faith to secure the confidentiality of such Confidential Information.  However, we cannot guarantee complete security; specifically, we cannot and do not guarantee that our measures will prevent all unauthorized access and use of Confidential Information, nor do we guarantee that the technology will never fail.

(xii)        We have no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us.

(xiii)       In the event that we invest in any film at any stage of development, we are not obligated to make that investment opportunity available to anyone else.

(xiv)       The Company does not endorse the Content found through the Services, the Site or external sites that may be linked to or from the Site and, therefore, the Company specifically disclaims any responsibility with regard thereto.

(xv)        The Company has no obligation to accept, display, review, monitor, or maintain any Content submitted by Users, User forum posts, commentary, ratings or compliments.  We have the right to delete, suppress and modify Content or comments from the Services or Site without notice for any reason at any time.  The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or comments without notice to you and without liability.  Notwithstanding the foregoing rights, the Company reserves the right to treat both Content and comments as Content stored at the direction of Users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions below when violations are brought to the Company's attention.

(xvi)       The Services or Site may contain or deliver advertising and sponsorships.  Advertisers and sponsors are, but the Company is not, responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's Content.

3.9 Compliance with Law.  In using and accessing the Site and Services, you agree to comply with all applicable federal, state, local and international laws and regulations, including privacy laws, and export and import laws, regulations, orders or other restrictions administered by the United States Commerce Department's Bureau of Export Administration, the United States Department of Treasury's Office of Foreign Assets Control or any other applicable government agency.  

4. Your Obligations.  

4.1 Requirements of Membership.  You have the right, authority, and capacity to enter into this TOS on your own behalf and on behalf of any Authorizing Party on whose behalf, or in whose interest, you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your access or use of the Services or Site violates any provisions of law to which you or the Services or Site are subject, you will cease all access and use of the Services and Site and close your account if deemed necessary or desirable by Slated.

4.2 Confidentiality Obligations.

(i) In accessing and using the Services and Site, based on the type of subscription you have purchased and/or based on the designation of your user type, you may be given access to the Confidential Information of one or more other Users (“Disclosers”).  You agree (a) to hold the Confidential Information of Disclosers in strict confidence and to take all necessary precautions (but in no event less than reasonable care) to protect such Confidential Information from unauthorized disclosure, access or use; (b) not to disclose or provide access to any such Confidential Information or any information derived therefrom to any person other than Authorized Persons (defined below); (c) not to use such Confidential Information except for the sole purpose of determining whether you (and not any other party) will enter into a business transaction with the Discloser (the “Purpose”).  For purposes of clarity, you may not disclose a Discloser’s Confidential Information to another party for the purpose of such party’s determining whether to enter into a business transaction with the Discloser, but only for the purpose of determining whether you will enter into a business transaction with the Discloser.  If any other party wishes to obtain access to any Confidential Information of a Discloser, such third party shall not have the right to obtain such information through you, and may be required to become a User of the Services and Site and to enter into this TOS in order to obtain access to such Confidential Information directly from the Discloser.  As used in this TOS, “Authorized Persons” means your accountants, attorneys, financial advisors, banks, and sources of financing who are bound by confidentiality obligations no less stringent than those in this Section 4.2 to maintain the confidentiality of Discloser’s Confidential Information and who need to have access to such Confidential Information for the Purpose.

(ii) In addition, you may disclose such Confidential Information if you are legally compelled to do so pursuant to a written court order, subpoena, regulatory demand, or process of law, provided that prior to any such compelled disclosure, you shall (a) unless prohibited by applicable law, promptly notify the Discloser of such compelled disclosure, (b) fully cooperate with the Discloser (at Discloser’s expense) in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information, and (c) solely disclose the portion of the Confidential Information compelled to be disclosed and solely to the party entitled to receive it.  Any such compelled disclosure shall not otherwise affect your obligations hereunder with respect to the Discloser’s Confidential Information so disclosed.

(iii) You agree that solely with respect to a Discloser’s Confidential Information, such Discloser shall be an intended third party beneficiary of this Section 4.2 of this TOS and shall have the right to enforce the terms of this Section 4.2 directly against you, without first requiring that Slated take or join any action to enforce this Section 4.2 against you.  You also agree, as a Discloser of Confidential Information, that Slated shall have the right in its sole discretion, but shall not have any obligation, to enforce this Section 4.2 against any Users to whom you provide your Confidential Information.  You agree that, due to the unique nature of the Confidential Information of Disclosers, the unauthorized disclosure or use of such Confidential Information will cause irreparable harm and significant injury to such Disclosers, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law.  Accordingly, you agree that Disclosers and Slated, in addition to any other available remedies, shall have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of your obligations under this Section 4.2 with respect to their Confidential Information, without the necessity of posting any bond or other security.  

(iv) You agree that at any time requested by the Discloser, you will destroy and permanently delete all Confidential Information of such Discloser (and all copies and extracts thereof) in your possession or control or as otherwise disclosed to Authorized Persons, and shall certify to such Discloser that you and your Authorized Persons have completed such destruction and deletion within ten (10) days after your receipt of request from such Discloser to so destroy and delete such Confidential Information.

4.3 Minimum Age.  If you register as an Investor, you certify that you are at least 18 years old.  If you register as anything other than an Investor, you certify that you are at least 13 years old, and if you are less than 18 years old, your parent or legal guardian has established and authorized your account on your behalf with us.

4.4 Eligible User Profile.  You agree that you will maintain an Eligible User Profile at all times. You shall be solely responsible for maintaining the confidentiality of your username and password and agree not to transfer, share, disclose or resell your access to the Services or Site, to any third party.  You will also update your Eligible User Profile from time to time so that it remains true, correct and complete.  You agree to immediately notify Company of any unauthorized use of your username, password and/or account, or any other breach of security related to your account, the Services or the Site, and to ensure that you “log off” and exit from your account at the end of each session.  We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.  You are entirely responsible for all activities TAKING PLACE through your account, whether or not you are the individual who undertakes such activities.  You agree that an Eligible User Profile excludes:

(i)             Any use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;

(ii)           Any use within a username if a name subject to any rights of a person other than yourself without appropriate authorization; or

(iii)          Any other submission of false or misleading information to the Company.

4.5 Professional Conduct.  You will conduct yourself in a professional and respectful manner in all your interactions with Slated and with any other User.

4.6 Requirements related to Content on Slated:

(i)             You have only provided, and will only provide, Slated with Content that you have a right to (1) provide to Slated and to (2) allow Slated to display, publish and otherwise make available through the Services and Site.  By submitting any Content to Slated, you represent and warrant that you have all the necessary rights, whether under copyrights, trademarks, trade secrets, patents or other intellectual property, to grant the rights granted to Slated and to otherwise display, publish and otherwise make your Content available through the Services and Site as contemplated in this TOS.  You also represent and warrant that your Content complies with all applicable laws, rules and regulations.  You understand and agree that your Content may be republished by Users or other third parties and if you do not have the right to submit Content for such use, it may subject you to liability.  Slated will not be responsible or liable for any use of your Content by Slated in accordance with this TOS.

(ii)           You understand that Slated: (1) does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications displayed, published or otherwise made available through the Services or Site; and (2) does not endorse any opinions expressed through the Services or Site.  It is your responsibility to verify the completeness, truthfulness, accuracy, and reliability of any Content before making any decision of material consequence, including investment decisions, or relying on such Content for any other reason.  Slated makes no representations or warranties with respect to any Content and shall not be liable for any and all use thereof by you or any other party.

(iii)          You understand that by using the Services or Site, you may be exposed to Content that you might deem offensive, harmful, inaccurate or otherwise inappropriate, and you agree that Slated shall have no liability to you or any other party for any such Content.

(iv)          You understand and agree that the Services or Site may include advertisements or other Content, which may be targeted to the Content or information on the Services or Site, queries made through the Services or Site, or other information, and that Slated shall have no liability to you or any other party for the placement of advertising or similar Content on the Services or Site, or in connection with the display of Content or information from the Services or Site, whether submitted by you or others.

4.7 Requirements related to Investments:

(i)             You understand and agree that Slated is not, by providing the Services or Site, providing investment, legal, tax, financial, accounting or other advice to you or any other party.

(ii)           Slated is not acting as an advisor or fiduciary in any respect in connection with Content.  You will use your own independent judgment before making any decision to invest or to accept an investment.

(iii)          You are solely responsible at all times for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of applicable law, including applicable securities laws (whether the law of a U.S. state, or the law of any foreign government with jurisdiction over you or any Investor).

(iv)          You have obtained, and/or will obtain, such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice and to comply with applicable law.

4.8 Using the Services.

(i)            You have not violated, and will not violate, Slated's Code of Conduct which can be found here.

(ii)           You have not engaged in, and will not engage in, any Prohibited Activity.

(iii)          You acknowledge that any communication from Slated does not constitute (a) an evaluation, confirmation, endorsement or verification of any User’s or other party’s statements, (b) a recommendation for any investment, or (c) a representation or warranty by Slated or any Company Person with respect to any investments0.

(iv)          You will not claim any ownership right in any Content displayed on, published by or otherwise available through the Services or Site, other than the Content that you own and which you have provided through the Services or Site.

(v)           You will not copy or distribute any Content of any other Users except as specifically permitted pursuant to this TOS.

(vi)          You will not attempt to access, view or alter any source code or object code of the Services or the Site.

(vii)        You will not use the Services or Site to market services, particularly investment advisory services, that might cause Slated to have to register as a broker dealer with the SEC, or any other federal or state government agency, or to be treated as an underwriter.

4.9 Indemnification.  You will hold us harmless against any liability that we may incur as a result of your use of the Services or Site, in accordance with the terms set out in this Sections 4.9.

(i)             Indemnity.  You agree to indemnify and hold the Company and each Company Person harmless from and against any damages, expenses (including reasonable costs and attorneys' fees), liability, causes of action, claims, demands, or settlements arising out of or related to: (a) your access to or use of the Services or Site, (b) the violation of this TOS by you, (c) the infringement by you, or any third party using your account, of any intellectual property rights or other right (including claims related to defamation, invasion of privacy, or other violation of a person's rights) of any person or entity, or (d) any Content made available by you through the Services or Site.  Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person.  You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services or Site.  You agree that the provisions in this paragraph will survive any termination of your account(s) and any or all of the Services.

(ii)             Release.  You hereby forever waive any claims you may have against, and irrevocably release, Slated and/or any Company Person, that are in any way related to the Services, the Site or your use of Content offered through the Services or Site, including any recommendations or referrals you may receive as a result of your registration with Slated.  You are solely responsible for your use of the Services and Site, for any Content you provide or use, and for any consequences thereof, including the use of your Content by other Users and third parties.

(iii)           Slated Employees and Affiliates.  You understand that Slated Persons may participate in the Services as Filmmakers, Investors and other Users, and that Slated is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in their individual capacity.

4.10 Matters Related to Licensing / Promotion.

(i)             Under the license granted by you in Section 3.3, you hereby grant to us a license to publish all the Content you upload to the Services and Site, including any comments or other forum posts you may offer on the Site in order to provide the Services.  Your Content will be viewable by other Users and through third party services and websites.  You should only provide Content that you are comfortable sharing on those terms.  You hereby represent that you understand and assume the risks associated therewith.

(ii)          You hereby ratify, and consent to, any action that may be taken with respect to your Content under any “droit moral” or similar rights you may have under applicable law (“Moral Rights”), and agree to waive and not to assert any Moral Rights with respect to any Content you provide to us.  You further agree that you will confirm any such ratifications, consents and agreements in writing from time to time as requested by us.

(iii)          Slated may wish to promote you, your company and other professional affiliation(s) or your film(s) to the Slated community from time to time. You agree and acknowledge that Slated may undertake such promotional activities, by including information relating to you, your company and other professional affiliation(s) as well as your film(s) on the Site, in general emails to Users, on our blog(s), on outside social networks (including, but not limited to, Facebook and/or Twitter), and in Slated newsletters; provided that we undertake to restrict such promotional activities to conform to the settings you control via the Site. (To edit those settings, click PAGE CONTROLS on your personal or film profile). If you are using Slated for fundraising purposes, we will make commercially reasonable efforts to avoid promoting your film in a manner that would result in a general solicitation, as such term is construed in respect of private placement regulations existing from time to time under US securities laws.

(iv)          You understand and agree that the Company is not obligated to compensate you, or to cause any other party to compensate you, with respect to your activities on Slated, or to feature or otherwise display your Content through any of our Services on any web page.

(v)           You understand and agree that neither this TOS nor the provision of the Services or Site entitles you to any support, upgrade, update, add-on patch, enhancement, or fix for the Services or Site (collectively, “Updates”).  The Company may, however, occasionally provide automatic Updates to the Services in its sole and absolute discretion (and without any advance notification).  Any such Updates for the Services shall become part of the Services and subject to this TOS.

(vi)          If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of Slated Content (as we may determine in our sole and absolute discretion), you must follow these rules:  (a) you must use a descriptive user agent header; (b) you must follow robots.txt at all times; and (c) you must make it clear how to contact you, either in your user agent string, or on your website, if you have one.

4.11   Comments, Feedback, Suggestions, Ideas, And Other Submissions.  The Services or Site may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast Content to the Company, the Services and/or the Site.  Any such Content will be treated as non-confidential and non-proprietary, except if such Content is clearly identified and treated by you and other Users as Confidential Information.  All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted, or offered to the Company in connection with the use of the Services, the Site or otherwise and any chat, blog, message board, online forum, text, email or other communication with the Company shall be deemed to be part of your Content submitted to Company.

4.12           Application Programming Interface (API). We may make available one or more APIs for interacting with the Services or Site.  Your use of any Slated API is subject to this TOS and the Slated API Rules (which will become part of this TOS), which will be posted at such time as we may make such APIs available

4.13           No Partnership or Agency.  It is expressly understood and agreed that neither this TOS nor anything in it shall constitute or be deemed to establish a partnership, agency relationship or joint venture between the Company (or any of its offices, employees or agent) and the you (or any of its offices, employees, agents or shareholders).  Furthermore, neither the User nor any of its offices, employees or agents shall be authorized to make representations or take any other action whatsoever on behalf of Slated.  In accessing or using the Services or Site, no User will have no authority to bind Slated in any way and nor will have the right or authority to make any representations to prospective users, customers or other persons on behalf of Slated.

5. Privacy and Protection of Personal Information.

5.1   Slated values your privacy.  Please review our Privacy Policy to learn more about how we collect and use information about you.

5.2    The Company may collect and collate a variety of information regarding the use of the Services or the Site.  The Company is the sole owner of all such information it collects.  By using the Services or Site you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by Slated as described in our Privacy Policy.

5.3 The Company uses industry-standard security measures to protect the loss, misuse and alteration of the information under our control.  Although we make good faith efforts to store any non-public information provided to us through the Services or Site, or otherwise collected by the Company in a secure operating environment that is not available to the public, we cannot guarantee complete security.  We cannot and do not guarantee that our security measures will prevent third party “hackers” from illegally accessing our site and obtaining access to Content or information thereon.

6. Disputes with Others.  

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users.  If you have a dispute with another User, you hereby release the Company, and hereby agree to indemnify the Company, from and against all claims, demands, damages (actual and consequential) and other liabilities of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

7. Disclaimers, Limitations, Waivers of Liability.

7.1 YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES AND SITE IS AT YOUR SOLE RISK, AND THAT THE SERVICES AND SITE ARE PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY AND ITS AFFILIATES OR SUBSIDIARIES, AND THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR THE COMPANY PARTIES PROVIDE ANY WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SERVICES OR SITE.  YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND SITE AND OPERATORS OF EXTERNAL SITES.  

7.3 The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software.  Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting from anyone's use of any Services or the Site, any third party applications, software or Content posted on or through the Services or Site, or transmitted to Users, or any interactions between Users of the Services or Site, whether online or offline.

7.4 We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services, the Site or any Content thereon or any Content you receive as a result of your relationship with Slated or other Users.  Slated will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, the Site or any Content.  You also agree that Slated has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services or the Site.  No advice or information, whether oral or written, obtained from Slated or through the Services or Site will create any warranty not expressly made herein.

7.5 UNDER NO CIRCUMSTANCES WILL COMPANY OR ANY COMPANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR COST OF SUBSTITUTE PROCUREMENT, LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES or SITE OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, OR COST OF RECOVERY OR OTHER DAMAGES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES.  NOTWITHSTANDING ANYTHING ELSE IN THIS TOS, COMPANY’S AND COMPANY PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, THE SERVICES OR SITE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO COMPANY DURING THE THREE (3) MONTH period PRECEDING THE DATE ON WHICH COMPANY RECEIVES NOTICE OF A CLAIM FROM YOU. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT.  YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS AN ESSENTIAL ELEMENT OF THIS TOS.

8. Term and Termination.  

Unless terminated by the Company, this TOS will remain in full force and effect while you use the Site, any of the Services or maintain an account with Slated.  You may terminate this TOS at any time by deleting all Content of other Users, terminating your account and subscriptions (if any) with us, and ceasing to use the Services and Site.  The Company may terminate this TOS in the event you violate any provision of this TOS.  Upon termination of this TOS for any reason or no reason, you shall destroy and remove from all computers, and other storage media all Content (including, without limitation, copies of any intellectual property) owned by the Company or any other User of the Services or Site that you received as a result of your use of the Services or Site.  Your representations and warranties in this TOS and the provisions of Sections 3, 4, 7, 8 and 10 and any other provision which by their nature are designed to survive termination or expiration of this TOS shall survive any termination or expiration of this TOS.

9. Copyright Policy.  

9.1 Slated respects the intellectual property rights of others and expects Users of the Services and Site to do the same.  We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.  The Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet.  If you believe that your copyrighted work has been used without your authorization and is available on or in the Services or Site in a way that may constitute copyright infringement, you may provide notice of your claim to the Company as described in this Section 9.

9.2 If you believe that any material on the Services or Site violates your rights in your copyrighted work, please notify the Company as soon as possible by sending an email to us at copyright@slated.com, or by mailing a letter to the copyright agent (listed below) containing the following information in accordance with the DMCA:

(i)             a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

(ii)           identification of the copyrighted work claimed to have been infringed;

(iii)          identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(iv)          your contact information, including your address, telephone number, and an email address;

(v)           a statement by you 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

(vi)          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 copyright owner.

9.3 Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Services or Site is:

Email: copyright@slated.com

Please note that in addition to being forwarded to the person who provided the allegedly illegal Content, we may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation.  You can see an example of such a publication at http://www.chillingeffects.org/fairuse/notice.cgi.  A link to your published notice will be displayed on the Site in place of the removed Content.

9.4 We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion.  In appropriate circumstances, Slated will also terminate a User's account if the User is, or is likely to be, a repeat infringer (as determined by Slated in its sole and absolute discretion).

10. Miscellaneous.

10.1            Governing Law/Resolution Of Disputes.  This TOS shall be governed by and construed in accordance with the internal laws of the United States and the State of New York governing contracts entered into and to be fully performed in the State of New York (i.e., without regard to conflict of law's provisions) regardless of your location.  With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the city of New York, New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in the city of New York, New York.  The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.

10.2   Injunctive Relief.  You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you.  You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

10.3 Informal Negotiations.  To expedite resolution and control the cost of any dispute, controversy or claim related to this TOS (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding.  Such informal negotiations commence upon written notice from one person to the other.  You will send your notice to legal@slated.com .

10.4 Binding Arbitration.  If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration conducted in the City of New York, New York, US.  Any election to arbitrate by one party shall be final and binding on the other.  YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.  The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org.  The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator.  Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules.  If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses.  The arbitration may be conducted in person, through the submission of documents, by phone or online.  The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party.  The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.  Except as otherwise provided in this TOS, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

10.5 Restrictions in Respect of Arbitration.  You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually.  To the full extent permitted by law:

(i)             no arbitration shall be joined with any other;

(ii)           there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and

(iii)          there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

10.6 Exceptions to Informal Negotiations and Arbitration.  You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

(i) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company's intellectual property rights;

(ii)           any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and

(iii)          any claim for injunctive relief.

10.7 Waiver/Severability.

(i)             The failure of the Company to require or enforce strict performance by you of any provision of this TOS or to exercise any right under this TOS shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance.  In fact, the Company may choose to enforce certain portions of this TOS more strictly or to interpret certain provisions more strictly against certain Users than it does against Users in general, and such disparate treatment shall not be grounds for failing to comply with all this TOS as so interpreted.

(ii)           You and the Company agree that if any portion of this TOS is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.  If Section 10.5 is found to be illegal or unenforceable then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of Section 10.5 found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the city of New York, State of New York, United States of America, and you and the Company agree to submit to the personal jurisdiction of that court.

(iii)          The Company operates and controls the Services and Site from its offices in the United States.  The Company makes no representation that the Services or Site are appropriate or available in other locations.  The information provided on or through the Services or Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country.  Accordingly, those persons who choose to access any Service or Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

10.8 Neither the course of conduct between the parties nor trade practice will act to modify this TOS to any party at any time without any notice to you.  You may not assign this TOS without the Company's prior written consent which may be withheld in Company’s sole discretion.  Company may assign this TOS in the event of a merger, sale of stock, sale of assets, reorganization or similar transaction.  This TOS contains the entire agreement between you and the Company, and supersedes all prior agreements of the parties hereto relating to the subject matter hereof.  This TOS cannot be changed or modified by you, but may be modified by Company as described in Section 1.2.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

10.9 Construction & Compliance.  The section headings used herein and the summary of terms at the beginning of this TOS are for convenience only and shall not be given any legal import.  Upon the Company's request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this TOS.  You agree that this TOS will not be construed against the Company by virtue of having authored it.  You hereby waive any and all defenses you may have based on the electronic form of this TOS and the lack of signing by the parties hereto to execute this TOS.

10.10 Statute of Limitations.  You and the Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to: (a) use of the Services or the Site, (b) this TOS or (c) our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

10.11 No Third Party Beneficiaries.  This TOS is between you and the Company.  No User has any rights to force the Company to enforce any rights it may have against any you or any other User, except as expressly permitted in Section 4.2.

10.12 Third Party Websites.  The Services or Site may contain links to other websites not controlled by us. We are not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us.