Welcome and thank you for visiting www.centerstreetinvestors.com (including any subdomains thereof, this “Site”), a website operated by Center Street Investors.com, LLC, a Delaware limited liability company (“CSI”). This Site includes an internet-based technology platform accessible through it (the “Platform”) that allows investors previously qualified by CSI or its agents as “Accredited Investors” (as defined below) to independently review and invest in certain offerings of securities related to real estate (the “Offerings”). Both affiliates of CSI and unaffiliated third parties may make Offerings accessible through this Site from time to time. Although CSI operates this Site, CSI is not a registered broker-dealer or investment advisor and no communication from it through this Site or otherwise is intended to be or should be construed as investment, tax, financial, accounting or legal advice. By accessing or using this Site, you as the user (“you”) agree to be bound by the following terms and conditions referenced herein (including without limitation those on the Platform) and/or available by hyperlink (these “Terms”).
These Terms govern your access and use of this Site and all publicly available content, services and/or products provided through this Site (collectively, the “Services”). These Terms apply to all users of this Site, including without limitation users who are browser, vendors, customers, merchants, and/or contributors of content.
Please read these Terms carefully before accessing or using this Site. These Terms are a legally binding agreement between you and CSI. These terms do not purport to supercede any legally binding agreements between you and CSI, such as investment agreements, subscription agreements and operating agreements, which are independent from your use of this Site. In the event of any inconsistency, the terms of such other agreement shall control with respect to the Services provided thereunder.
BY ACCESSING OR USING ANY PART OF THIS SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU MAY NOT ACCESS THIS SITE OR USE ANY SERVICES. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
CHANGES TO THESE TERMS
CSI may revise these Terms at any time with or without additional notice to you. Such revised Terms will be effective when posted on this Site. You should revisit these Terms on a regular basis, as revised versions will be binding upon you. You understand and agree that your continued access to or use of this Site after the effective date of changes to these Terms indicates your acceptance of such revisions. You can review the most current version of these Terms at any time on this page.
Any new features or tools which are added to this Site shall also be subject to these Terms.
These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by CSI.
This Site is intended solely for users who are eighteen (18) years of age or older, and any registration by, use of or access to this Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms. By using this Site and the Services, you represent and warrant that you are 18 or older and that you agree to abide by all of these Terms.
Any securities offered through an Offering on this Site may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the Offerings by non-accredited investors. Before you can invest in any Offering on this Site, you must register through this Site and qualify as an “Accredited Investor.” Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with this Site for purposes of subscribing to any Offering as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:
YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING ON THE PLATFORM AND PROVIDE THIRD PARTY VERIFICATION. PROVIDER IS ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide to CSI such information in writing.
RESPONSIBILITY FOR INVESTMENT DECISIONS
You agree that any account created by you on or through this Site (an “Account”) will be self-directed or directed on your behalf by your designated investment advisor and that you are solely responsible for all investment decisions. Although this Site may provide data, information or content provided by third parties or CSI relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any Offering accessible through this Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular Offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. CSI has no special relationship with or fiduciary duty to you and your use of thisSite or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review in respect of any Offering accessible through this Site. As this Site does not provide any legal, tax, insurance or investment advice, you are strongly advised to consult appropriate licensed legal, tax, insurance and investment advisors in respect of advice or recommendations related to the foregoing.
Any securities offered through an Offering accessible through this Site have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act of 1933, as amended. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid unless registered with the U.S. Securities and Exchange Commission (the “SEC”). Neither the SEC nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any Offering on this Site. The securities offered on this Site are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments.Further, these securities are not FDIC insured, may lose all of their value, and are not guaranteed by any bank. None of the information contained on this Site or provided through the Services constitutes a recommendation, solicitation or offer by CSI, its affiliates or third parties to buy or sell any securities or other financial instruments or other assets or provide any investment advice or service.
Issuers of securities in each Offering accessible through this Site represent and warrant that such Offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any Offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed any Offerings on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any Offering. The exemptions relied upon for such Offerings are significantly dependent upon the accuracy of the representations of the users to be made to this Site and the issuers pursuing Offerings accessible through this Site. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the securities might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages.
You acknowledge that you are not relying on CSI or any of its affiliates, officers, directors, partners, agents, or employees in making an investment decision. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. You also acknowledge that CSI (i) is not a registered broker-dealer, investment adviser or crowdfunding portal and does not engage in any conduct that would require such registration and (ii) does not offer investment advice or advise on the raising of capital through securities offerings.
As this Site does not provide any legal, tax, insurance or investment advice, you are strongly advised to consult appropriate licensed legal, tax, insurance and investment advisors in respect of advice or recommendations related to the foregoing.
USE OF THIS SITE
On the condition that you comply with all of your obligations under these Terms, CSI grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access this Site with a generally available web browser to view information and use this Site. Any other use of this Site is strictly prohibited and a violation of these Terms. CSI and its licensors reserve all rights not expressly granted in these Terms, including, without limitation, rights of title, ownership, intellectual property and all other rights and interests in this Site and all related items.
Cessation of Service
CSI reserves the right to modify, terminate and suspend the operation of this Site, as well as the provision of any or all Services, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.
Risks Inherent in Electronic Mail
You understand that communications distributed by this Site may be distributed by electronic mail, which is by its nature insecure and unreliable. Electronic mail is subject to interception, misdirection and loss. In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by this Site may access the hyper-links to files contained on this Site, as this Site does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.
Accuracy, Completeness and Timeliness of Information
CSI is not responsible if information made available on this Site, including the information made available in connection with any Offering (“Offering Content”), is not accurate, complete or current. The material on this Site prepared by CSI is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Site is at your own risk. This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. CSI reserves the right to modify the contents of this Site at any time, but CSI has no obligation to update any information on this Site. You agree that it is your responsibility to monitor changes to this Site.
Offering Content Not Furnished by CSI
The Offering Content has been prepared by the party making the Offering in connection with such Offering Content and not CSI. Accordingly, CSI makes no representations and warranties in respect of the Offering Content and has no obligation to monitor, review, control or guarantee the accuracy or confidentiality of the Offering Content.
This Site includes links to third-party products, services, tools and websites, as well as materials provided by third parties (collectively, “Third-Party Content”). Neither these Terms nor this Site endorse or take responsibility for any Third-Party Content. You agree that CSI is not responsible for the accuracy, availability or contents of Third-Party Content. You understand that CSI has no obligation to, and generally does not, approve or monitor materials provided by third parties through this Site. Your use of Third-Party Content is at your own risk. CSI is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. You acknowledge that CSI provides access to such Third-Party Content “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party. CSI may also, in the future, offer additional Third-Party Content through the Site (including the release of new tools and resources). Such Third-Party Content shall also be subject to these Terms.
In order to access certain portions of this Site, including the Platform, you are required to create an Account and provide your contact information. CSI reserves the right to refuse or reject any request to create an account for you for any or no reason at CSI’s sole discretion.
You are solely responsible for your Account, your contact information and other information made available through your Account or otherwise via this Site (your “Information”). You assume all risks associated with your Information, including reliance on its quality, accuracy or reliability by any other person or entity.
You may terminate your Account at any time by contacting CSI at email@example.com. If CSI has reason to suspect that you have breached these Terms, or that any of your Information is not authorized, correct, current and complete, CSI may, in addition to taking or reserving any other remedies against you, terminate your Account. CSI reserves the right to erase any or all of your Information from this Site, as well as to terminate your Account without notice or liability, at any time and for any or no reason in its sole and absolute discretion. Any suspension, termination or cancellation of your Account shall not affect provisions of these Terms, such as indemnification and limitations of liability, that are by their nature intended to survive such suspension, termination or cancellation.
You agree that:
USER REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
Content of this Site
CSI or its licensors own all of the content that is made available in connection with this Site (the “Site Content”), including visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of this Site. CSI or its licensors also own the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with this Site and the Site Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws.
You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the Site Content in whole or in part, except as expressly authorized by the applicable rights holder. Except as expressly and unambiguously provided by these Terms, neither CSI nor any of its licensors grant you any express or implied rights, and all rights in and to this Site and the Site Content are retained by their holders.
User Comments, Feedback and Other Submissions
If, (i) at CSI’s request, you send certain specific submissions (for example inquiries), comments or feedback, or, (ii) without a request from CSI, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise ((i) and (ii) collectively, “Feedback”), you agree that CSI, its affiliates and each of their and each of their successors, assigns and designees may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback that you forward to us. CSI shall be under no obligation (1) to maintain any Feedback in confidence; (2) to pay compensation for any Feedback; or (3) to respond to any Feedback. CSI may, but has no obligation to, monitor, edit or remove content that CSI determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Feedback. You are solely responsible for any Feedback you provide and its accuracy. CSI accepts no responsibility and assumes no liability for any Feedback posted by you or any third-party. In respect of Comments relating to this Site, you represent, warrant and agree that:
You hereby grant CSI, its affiliates and each of their respective successors, assigns and designees a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, irrevocable, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense all Feedback, and you irrevocably waive, and cause to be waived, against CSI, its affiliates and each of their respective successors, assigns and designees, and against the users of this Site, all claims and assertions of any moral rights contained in such Feedback.
You agree to indemnify, defend and hold CSI, as well as CSI’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, the “CSIParties”) harmless from any and all claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:
CSI reserves the right to, but is not obligated to, assume the exclusive defense and control of any matter for which you are required to indemnify CSI Parties, and you agree to cooperate with CSI’s defense of such claims. You agree not to settle any such matter without CSI’s prior written consent. CSI will use reasonable efforts to notify you of any such claim, action or proceeding when CSI becomes aware of it. Each of CSI Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.
LIMITATIONS OF LIABILITY
No Consequential Damages
CSI shall not be liable for any indirect, special, incidental, exemplary, punitive or consequential loss or damage of any kind, including without limitation, lost business or profits, whether arising in tort (including negligence), equity, breach of contract or otherwise (and whether or not such damages are foreseeable or CSI has been advised of the possibility of such loss or damage). In no event will any of the officers, trustees, directors, partners, employees, consultants, beneficiaries, joint venturers, members, stockholders or other principals or representatives of CSI, ever be personally liable to you under, arising out of, or related to these Terms (including for direct, indirect, special, incidental, exemplary, punitive or consequential losses or damages), and you hereby waive the right to recover damages from any such persons.
Limitation of Liability
You expressly agree that your use of, or inability to use, this Site and the Services is at your sole risk. All products and services delivered to you through this Site are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions.
In no case shall CSI, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
DISCLAIMER OF WARRANTIES
This Site is provided “as is,” and CSI: (i) makes no representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever; (ii) expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, and title; and (iii) does not warrant that this Site is or will be error-free, will meet your requirements, or be timely or secure. You will be solely responsible for any damage resulting from the use of this Site. You will not have the right to make or pass on any representation or warranty on behalf of provider to any third party. Use of this Site is at your sole risk. CSI makes no guaranty of confidentiality or privacy of any communication or information transmitted on this Site. Please check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by the applicable law. Without limiting the generality of the foregoing, CSI does not make any warranty of any kind with respect to freedom from patent, trademark, or copyright infringement, or theft of trade secrets and CSI does not assume any liability hereunder for any infringement of any patent, trademark, or copyright arising from the use of this Site or rights granted or provided by CSI hereunder.
ROLE OF JUNIPER SQUARE
You agree that Juniper Square is an express third party beneficiary of these Terms, with full rights to enforce any or all of the provisions of these Terms, on its own behalf or on behalf of CSI.
The information available on and accessible through this Site relates to CSI, its affiliates, affiliated investment funds and third-party investment funds and their respective affiliates (collectively, the “Disclosing Parties”). This information is highly confidential. You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Disclosing Parties and their affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Disclosing Parties to maintain its secrecy. You hereby agree that information available on this Site constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their affiliates and/or the investment funds and opportunities managed by the Disclosing Parties or their affiliates (each a “Fund”). The reports available on this Site are for use by investors and potential investors or their authorized designees in such a Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of your investment in such Fund. In addition, you agree that any information on this Site shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under these Terms, and (ii) such other employees and investment advisors are not given your password to access this Site) or as explicitly required by applicable law. You agree to be responsible for the consequences of dissemination of any information from this Site by such employees and investment advisers.
CSI does not permit infringement of intellectual property rights on this Site or in respect of the Services, and CSI will remove copyright infringing activities or related content if CSI is properly notified that such activities or content infringes on another’s intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or that any material on this Site violates these Terms or your intellectual property rights, please notify CSI as soon as possible by sending an email to firstname.lastname@example.org, or by contacting CSI’s agent (listed below), with the following information pursuant to the Digital Millennium Copyright Act (“DMCA”) (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on this Site, sufficient for CSI to locate the material; (iv) your contact information, including your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Pursuant to Section 512(c)(2) of the DMCA, CSI’s designates the following agent to receive notifications of claimed infringement:
Center Street Investors.com, LLC
18301 Von Karman, Suite 330
Irvine, CA 92612
For the avoidance of doubt, only DMCA notices should go to CSI’s designated copyright agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. CSI reserves the right to remove con alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, CSI will also terminate an account if the user is determined to be a repeat infringer.
GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL; ARBITRATION
These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of California, and the obligations, rights and remedies of parties hereunder shall be determined in accordance with such laws without giving effect to conflict of laws principles thereof.
Jurisdiction and Waiver of Jury Trial
By agreeing to these Terms and using this Site and the Services, you (i) agree to submit to personal jurisdiction in California for all purposes and (ii) hereby waive your right to a trial by jury with respect to any dispute, controversy or claim arising out of or in connection with or relating to your use of this Site or these Terms, or any breach or alleged breach of these Terms.
Arbitration and Dispute Resolution
Unless otherwise agreed in writing by you and CSI, any dispute arising out of or relating to these Terms or this Site or the Services, or any breach thereof, shall be finally resolved using the following procedures and in the following order:
If you are located outside of the United States, you use or access this Site solely at your own risk and initiative. This Site is controlled and operated from facilities within the United States. CSI makes no representations that the Services offered on and through this Site are appropriate or available for use in any other jurisdictions. Accessing this Site is prohibited from territories where the content on this Site is prohibited. Offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered offerings. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any Offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The content, material and information contained on this Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or(iii) if the person making the offer or solicitation is not qualified to do so. Any Offering on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any Offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity. This Site is not directed at you if CSI is prohibited by any law of any jurisdiction from making the information on this Site available to you. You should satisfy yourself before accessing this Site that CSI would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
To send notices to CSI, or if you have any questions regarding these Terms, please contact CSI email@example.com. CSI may provide you with notices, including notices of changes to these Terms, by electronic mail, regular mail or communications through this Site. Legal notices to you will be provided either to the email or mail address provided to CSI during the registration process for your Account or posted on this Site. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on this Site, as applicable. You agree that all notices and other communications that CSI provides to you electronically (by email or by posting on this Site) satisfies any legal requirement that such notice or communication be in writing.
No Assignability of Terms
These Terms, and any rights or obligations under these Terms, are not assignable, transferable or sublicensable by you except with CSI’s prior written consent, but may be assigned or transferred by CSI without restriction. Any attempted assignment by you shall violate these Terms and be void.
No Waiver of Terms
Except as expressly set forth in these Terms, any failure of a party to take action in response to any breach of these Terms by the other party shall not constitute a waiver of such breach or of performance required by the other party; and no waiver of any provision of these Terms shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided therein.
Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.
These Terms contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain Services, which may have terms that are different from those of these Terms. In the event of any inconsistency, the terms of such other agreement shall control with respect to such Services. Any ambiguity in the interpretation of these Terms shall not be construed against the drafting party.
If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.