BuildingBits || Terms of Service

Terms of Service

TERMS OF USE

Last Modified:    August 1, 2018

https://buildingbits.com/ (the “Site”) is a website owned by Building Bits Holdings, LLC (“BuildingBits” “us,” “our” or “we”).  BuildingBits is not a registered broker-dealer or an investment adviser. We do not provide financial advice or investment recommendations; any information or representations made on the Site does not constitute and should not be construed as investment advice or recommendations.

BuildingBits provides this Site to you (“you”, “your” or “user”) under the following terms and conditions (“Terms of Use”). Our Privacy Policy, which explains how we collect and use information from visitors to our Site, is incorporated by reference into these Terms of Use. By using our Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by these Terms of Use, our Privacy Policy and any other rules, policies or procedures that may be published by us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you.  By using this Site, you agree to be bound by any such updates; accordingly, it is incumbent upon you to review the Terms of Use on the Site frequently. 

The services, features, content, or applications that may be offered from time to time by BuildignBits in connection with the Site are collectively referred to as the “Services”.

Account Registration

Some of the information on our site is publicly accessible and downloadable from our Site. However, in order to access some offering materials, post comments on the Site, or make an investment, you must register to create an account (“Account”). This Site is intended solely for users who are 18 years of age or older, and any account creation, use of or access to the Site by anyone under 18 years of age is unauthorized, unlicensed and in violation of these Terms of Use. By using the Site and/or creating an account, you represent that you are 18 years of age or older and are of legal age to form a binding contract where you reside, and that all registration information you submit is accurate and truthful. You must complete the registration process by providing us with current, complete and accurate information. You will also choose a password and your email will serve as your user name. You are entirely responsible for maintaining the confidentiality of your password and user name. You agree to notify BuildingBits immediately of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account and the Site. You agree that you shall be solely responsible for any loss or consequences resulting from activities attributed to your Account, either authorized or unauthorized.

You agree that your Account will be entirely “self-directed,” by which we mean you are solely responsible for all purchases, orders, investment decisions and instructions placed in or through your Account. Although the Site may provide data, information or content provided by other parties 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 as a recommendation to invest in any offering posted on the Site. Any decision by you to invest must be solely your own decision based on your due diligence and analysis of the risks involved in a particular offering. It 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 that you accept the risks associated with your decisions, including the risk of loss of the entire amount that you invest. You are strongly advised to consult a licensed professional for any legal, tax, insurance, or investment advice; the Site does not and cannot provide any of those types of professional services, advice or analysis.

The Site permits authorized users to invest online. Site users are expressly prohibited from: (a) using the Site, or any services and or tools on it, if they are not able to form legally binding contracts, are under the age of 18 or are temporarily, or indefinitely, suspended from using the Site, services or any tools provided by it; (b) collecting other users’ personal information; and (c) posting false, inaccurate, misleading, defamatory, or libelous content. BuildingBits, in its sole discretion, may refuse to allow any person or entity to use the Site and may change its eligibility criteria at any time. We reserve the right to suspend or terminate your access to the Site at any time and for any reason including your misrepresentation of information or abuse of information. Use of this Site is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify BuildingBits for violations of this Agreement (as set forth below).

Investor Requirements

Investment opportunities on the Site are intended only for investors who are able to bear the potential loss of the entire amount of their investment. All securities listed here are being offered by Building Bits Properties I, LLC subject to qualification by the Securities and Exchange Commission (“SEC”) pursuant to Regulation A of the Securities Act of 1933.  Investors are responsible for conducting, and may rely only upon, any legal, accounting or due diligence review they decide is appropriate. Investment products are not FDIC insured, may lose value, and are not guaranteed.

Securities Issuance Requirements

Federal securities law requires securities offered or sold in the US to be registered with the SEC, or be exempt from such registration. Offerings posted on this Site will be done under the exemption from registration under Regulation A. No money or other consideration is being solicited, and if sent will not be accepted until the offering statement filed on the Form 1-A has been qualified by the SEC. Further, no offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement filed on the Form 1-A has been qualified by the SEC. Any such offer may be withdrawn or revoked without obligation or commitment of any kind, at any time before notice of acceptance given after the date of the qualification. Any indication of interest prior to qualification involves no obligation or commitment of any kind. 

Risks of Investing in Securities Offered; Restrictions on Resale or Transfer of the Securities

The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with real estate investments, including the risk of complete loss of your investment. Securities sold through the Site are not publicly traded and, therefore, are illiquid unless registered with the SEC. Investing in unregistered securities requires high-risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. 

The securities being offered have not been registered under the Securities Act in reliance on Regulation A of the Securities Act of 1933. Neither the SEC nor any state regulator has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. Any representation to the contrary is a criminal offense.

General Site Guidelines

You represent that all information that you provide to BuildingBits or through the Site is accurate, complete and truthful. You acknowledge and agree that BuildingBits and its agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. 

You are prohibited from posting or transmitting any material on or through the Site that is or could be offensive, fraudulent, unlawful, threatening, libelous or otherwise defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise would violate any law or regulation.

In using our Site you will not:

  • disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms ("PCMs"), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices;
  • copy or adapt the Site's software including but not limited to Flash, PHP, HTML, JavaScript or other code;
  • reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Site creates to generate web pages or any software or other products or processes accessible through the Site;
  • except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Site, or use or launch any unauthorized script or other software;
  • fabricate any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Site to send altered, deceptive or false source-identifying information;
  • disguise the source of materials or other information you submit to the Site or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Site;
  • interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Service, content or user content;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
  • interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Site, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Site.

Please be aware that BuildingBits will fully cooperate with any law enforcement authorities’ validly issued court orders and subpoenas requesting or directing BuildingBits to disclose the identity of anyone posting any information or materials on the Site who is alleged to have engaged in violative conduct and assumes no obligation to give you prior notice of such disclosure.

Additionally, the following conduct in connection to the use of the Site is prohibited:

  • Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party;
  • Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Site or the Services in connection with any adult entertainment or pornography business;
  • Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on the Site or through the Services in any manner that is in violation of the terms of applicable agreements;
  • Impersonating any person or entity, or submitting any materials to the Site or through the Services that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of the Terms of Use, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of any content transmitted to the Site or through the Services;
  • Except as explicitly permitted by the Terms of Use, or otherwise pre-approved in writing by BuildingBits, engaging in any commercial activity on the Site or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;
  • Interfering with any user's right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
  • Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, "junk mail," "chain letters," unsolicited mass mailing, "spimming," or "spamming";
  • Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Site or impair the proper functioning of the Site or the Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Site or the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Site or the Services;
  • Accessing or attempting to access the Site or the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Site or the Services;
  • Using the communication systems provided by the Site for any solicitation or other commercial purposes, except as explicitly authorized by BuildingBits, or BuildingBits and the specific user, as applicable;
  • Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Site regarding illegal activities with the intent to commit them;
  • Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security; and
  • Engaging in any conduct that in BuildingBits’s sole discretion restricts or inhibits any other user from enjoying the use of the Site or any of the Services.

No Representations or Warranties

To the extent permissible under law, BuildingBits does not assume any liability or responsibility for any errors or omissions in the content of the Site. BuildingBits does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. Complete information about any offering identified on the Site is available in the most recent version of the Form 1-A offering statement on file with the SEC. BuildingBits shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. BuildingBits is entitled to rely upon the information provided by its Users. BuildingBits has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk. 

Digital Millennium Act Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyrights have been infringed upon on or through our Site, the copyright(s) owner(s) (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  • A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
  • Identification of the copyrights(s) claimed to have been infringed;
  • Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as street address, telephone number and, if available, an electronic mail address;
  • Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
  • A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), [Platform Name]’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below:

Designated Agent for Claimed Infringement:  ##andrei we need this##

You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

Please note that this procedure is exclusively for notifying BuildingBits and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. 

You also acknowledge that other countries have laws protecting copyright holders, and that you and other users of the Site, as well as BuildingBits and its affiliates, may have rights under those laws, including the right to obtain injunctive relief.

It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. 

Allegations that other intellectual property rights are being infringed or misappropriated on this Site should be sent to support@buildingbits.com. BuildingBits may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or infringement of other intellectual property rights.

Site and Customer Intellectual Property

All content and images on the Site are either the property of, or used with permission by, BuildingBits. The use of the content or images by you or anyone authorized by you is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license of your intellectual property rights in what you provide, including to copy, reformat, index, modify, display, distribute and put to commercial and other uses your content on the Site. No compensation will be paid with respect to our use of your content. BuildingBits neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with BuildingBits.

The trademarks, logo and slogans displayed on the Site are owned by BuildingBits and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of BuildingBits or the third- party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised and cautioned that BuildingBits will aggressively enforce its intellectual property rights to the fullest extent.

Communications

You agree that BuildingBits will send communications to you electronically via the email address provided by you on your Account. You agree to notify us of any changes in your address or contact details. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

You agree and represent that you have a suitable computer with an Internet Service Provider and Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining this equipment and these services.

You agree that any information that you transmit to the Site or BuildingBits in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc., other than Personally Identifiable Information as defined in our Privacy Policy, is non-confidential and non-proprietary and can be used by BuildingBits or its affiliates for the purposes described in the Privacy Policy.

Change or Termination

We may, without prior notice, change the Site, or stop providing the Site, applications or services. We may permanently or temporarily terminate or suspend your account access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by those provisions of the Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnification, and limitations of liability. BuildingBits reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and BuildingBits does not undertake any obligation or responsibility to update or amend any such information. You agree that BuildingBits and its affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Disclaimer of Liability

Your use of the Site is at your own risk. NEITHER BUILDINGBITS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE SITE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

BuildingBits assumes no responsibility for, and shall not be liable for, any damages to, or viruses, malware, spyware, bots or the like that may infect, your computer equipment or other property on account of your access to, use of, or browsing on the Site or your downloading of any materials, data, text, images, video, or audio from the Site. 

Although BuildingBits may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, BuildingBits is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity or inaccuracy contained in any information within such locations on the Site. BuildingBits reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.

US Jurisdiction

The Site is made available to U.S. Persons as defined in Rule 902(k) of Regulation S under the Securities Act of 1933. If you choose to access information or offerings on this Site, it is your responsibility to comply with the applicable local, national or international laws. If you are a non-U.S. Person, any use of this Site is entirely at your own risk.

The securities offered through this Site can be sold only in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of applicable laws and regulations of your country and state 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. 

This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this Site available to you. You should satisfy yourself before accessing the Site that we 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. The securities described on this Site are not registered under the Securities Act.

Governing Law

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of Oregon applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Dispute Resolution

In the event of any claim, controversy or alleged dispute between you and BuildingBits or its affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Any proceedings will be held in Portland, Oregon.

The decision(s) of the arbitrator(s) shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except on very limited legal grounds. The implementation of arbitration decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any appeal. Judgment upon the award rendered in an arbitration may be entered by any court having jurisdiction thereof. You agree that all disputes will be limited between you, individually, and BuildingBits. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of BuildingBits, be subject to binding arbitration: (1) any dispute related to, or arising from allegations of criminal activity; (2) any dispute concerning BuildingBits’s intellectual property rights; and (3) any claim for injunctive relief. Any court action commenced by you or BuildingBits in accordance with these Terms of Use shall be brought in the United States District Court for the District of Oregon, and you and we hereby submit and consent to the personal jurisdiction of, and the service of process by, that Court.

Indemnification

You agree to indemnify, defend and hold BuildingBits and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of these Terms of Use by you or arising from your use of or access to the Site; from the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity; or from any content posted through the Site by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). 

BuildingBits reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with BuildingBits in the defense of any such claim, action, settlement or compromise negotiations, as requested by BuildingBits.

The indemnification obligations set forth above shall survive your cessation of use of the Site.

Notification Procedures

We will provide notifications, including those regarding modifications to these Terms of Use and those required by law. We may, but are not obligated to, provide notifications of modifications made for marketing or other business-related purposes. Notifications will be emailed to you or posted on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to Site visitors. We are not responsible for any automatic filtering that you or your network provider may apply to email notifications that we send to the email address you provided to us.

General

The failure of BuildingBits to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BuildingBits. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral tribunal, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

Miscellaneous

Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. In the event that any provision of these Terms of Use, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of these Terms of Use will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of these Terms of Use with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.