The Services, content, and other material of any kind provided by Company are provided AS IS, WITHOUT WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MER- CHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOY- MENT; AND 8) TITLE. YOU AGREE THAT ANY EFFORTS BY COMPANY TO MODIFY ITS PRODUCTS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITA- TIONS, AND THAT ANY PROVIDED WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

YOU FURTHER AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSI- NESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF WEB SITE OWNER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.

Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to You. In such jurisdictions, Company’s liability is limited to the greatest extent permitted by law.

• Dispute Resolution; Binding Arbitration

This Service License shall be construed in accordance with the laws of the United States of America and the State of New York, without regard to its conflicts of laws principles. Exclud- ing Company’s enforcement rights with respect to any outstanding payments due or owing, any and all disputes between the Parties arising from or related to this Agreement shall be heard and determined by binding arbitration in California in accordance herein.

YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE AC- TION WITH RESPECT TO ANY DISPUTE OR CLAIM ARISING FROM OR IN CONNEC- TION WITH THIS SERVICE LICENSE OR THE SUBJECT MATTER HEREIN. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAIL- ABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTH- ERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATU- TORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND COMPANY ARISING FROM OR RELAT- ING IN ANY WAY TO THIS SERVICE LICENSE OR YOUR USE OR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLU- SIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association ("AAA") in ac- cordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section. The Federal Arbitration Act will govern the interpretation and en- forcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/ or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or oth- erwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the Parties, and may be entered as a judgment in any court of competent jurisdiction.

You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTI- TLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL

CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbi- tral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent ju- risdiction.

The foregoing provisions shall not limit the right of Company to commence any action or proceeding to compel arbitration, to obtain injunctive relief pending the appointment of an arbitrator, or to obtain execution of any award rendered in any such action or proceeding, in any other appropriate jurisdiction or in any other manner. Without limitation, Company is not bound by or required to seek any outstanding monies due or payable and may seek all ap- propriate legal and equitable relief in California state and federal courts or otherwise as available. The Parties agree to accept service of process by mail at its or their business ad- dress listed herein and waive any jurisdictional or venue defenses available to them. The prevailing Party shall be entitled to an award of its reasonable attorneys’ fees and costs.

• Indemnification

You are solely responsible for any and all aspects of your use of the Membership Website and Company Content as specified or explicitly authorized in this Service License. As such, You agree to indemnify, defend, and hold Company harmless with counsel of Company’s choice against any qualifying disputes or third party claims. This obligation shall survive termination for any reason.

• Entire Service License

This Service License supersedes any and all other agreements, either oral or in writing, be- tween the parties with respect to the matters stated herein, and this Service License con- tains all of the covenants and agreements between the parties with respect thereto. This Service License may be amended or modified only in writing, and shall be effective only af- ter affixation of both parties’ signatures.

• No Waiver; Amendments and Modifications

Failure of or delay by Company to insist upon strict performance of any of the covenants or terms hereof shall not be construed to be a waiver of any such other covenants, terms, or remedies.

This Service License shall be amended or modified only by a writing signed by both Parties. If such a written amendment is entered into, such written amendment shall modify only the provisions of this Service License specifically modified and shall be deemed to incorporate by reference, unchanged, all remaining provisions of this Service License.

• Confidentiality

This Service License and the contents hereof constitute a confidential business relationship between the Parties. Each Party acknowledges that significant damage could be done to the other one should the terms of this Service License become public knowledge. Both Parties agree that they will not reveal the terms of this Service License to any third party (excluding agents, attorneys, representatives, and others with whom they have a legal obligation to disclose) and that they will exercise reasonable precautions to ensure that neither they nor their employees, agents, or affiliates shall allow the terms of the Service License to become public knowledge.

• Severability.

In the event that any provision of this Service License is held to be void or unenforceable by a court or judicial body of competent jurisdiction, the remaining provisions of this Service License shall nevertheless be binding upon the Parties with the same effect as though the voided or unenforceable part had been deleted.