1. Parties to this Agreement. These Terms of Service (“TOS”) describe a legally binding contractual relationship between you and Roadrunner Financial, Inc. (“RF”), Roadrunner Account Services, Inc. (“RAS”) and/or Octane Lending, Inc. (“OL”) (collectively RF, RAS and OL are referred to as “we”, “us” or “our”) including their current and future affiliates, governing (1) your access and use of http://portal.octane.co; and (2) any of our mobile applications; and (3) the various services provided therein (collectively (1), (2) and (3), the “Site”).

“You” and “your” refer to the individual(s) identified on the Account(s).

“Account(s)” refers to your account with RF or its current or future affiliates corresponding to the purchase or lease of your vehicle and secured by a Contract.

“Communication” refers to any periodic Account invoice, or associated authorization, agreement, disclosure, notice, financial records, or other information that would accompany your Account’s periodic invoice but not limited to information that we are required by law to provide to you in writing.

“Contract” refers to your Retail Installment Contract and Security Agreement, Contract for Sale and Security Agreement for Sale of Vehicle with Payment of Simple Interest, Conditional Sale Contract and Security Agreement, Motor Vehicle Lease Agreement or Lease Agreement.

“Online Service(s)” refers to accessing your Account online, provision of communications, including our Privacy Policy (which includes any privacy notice required by law), Scope of Communication, Electronic Payments, Alerts Services, and Email Inquiries.

We may modify, amend, or terminate these TOS, in whole or part, at any time, with or without notice and liability to you or any third-party. Any such change will not apply to Site usage or access prior to the modification of the TOS, or to claims arising prior to such modification. We will post the modified TOS on the Site and indicate the date the TOS was last updated. You understand and agree that your continued use or access of the Site after we have made any such changes constitutes your acceptance of the modified, amended, or new TOS. In addition to these TOS, you may have a separate agreement for your Account, such as your Contract. Your Account will continue to be subject to those other agreements and, in the unlikely event of a direct conflict between these TOS and your Contract, those agreements will govern the area of conflict. Therefore, you should review these TOS and any other applicable terms, conditions, and notices that are in effect each time you use the Site. Your continued access or use of the Site or indicating acceptance of the modified TOS by, for example, clicking any icon, checking any box, or clicking any hyperlink, will be considered acceptance of any such additional or modification of the terms, conditions, and notices herein.

2. Privacy. Please review our Privacy Policy which applies to personal information collected from or provided by you on the Site.

3. Intellectual Property Rights. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these TOS, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the Site and its contents and information solely for your personal, non-commercial and informational use and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal use if all hard copies contain all Marks, copyright and other applicable notices within the copied and/or downloaded documentation.

We reserve all intellectual property rights not expressly granted to you in and to the Site, the Content, and the Marks.

4. Requirements to Access the Site.

A. You represent by using the Site, that you are at least Eighteen (18) years of age (or the age of majority in the State in which you reside) when you view the contents or access the functionality of the Site.

B. To create a user account (“User Account”) and use certain features of the Site relating to your Account, you will (1) need to create an online username; (2) select an acceptable password; and (3) acknowledge that you have read these TOS and Privacy Policy. 

C. You must monitor the use of your User Account and you understand and agree that you are responsible for your own use and the use of your User Account by anyone you allow access to it. You will notify us immediately of any attempted or actual unauthorized use of your User Account, including use of your login credentials or password. You agree to (1) maintain the security of your login credentials (Your credentials include your username and password to your User Account and to any third-party account you have used to login to your User Account) and you agree to establish reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals, which includes choosing passwords and other credentials in a manner that will protect the security of your information, and (2) provide current, accurate, and complete information as may be prompted by any templates available through the Site or otherwise requested by us, and (3) promptly update your information to keep it accurate and complete, and (4) promptly notify us regarding any material changes to your contact and payment information, and (5) be fully responsible for all use of the Site accessed via your login credentials, including, but not limited to, transactions made on your Account, except as expressly provided by applicable law. Your User Account is non-transferable and may not be assigned, transferred, sold, or otherwise shared with any other person, entity, or business. We are not liable for any loss or damage from your failure to adhere to these requirements except as provided by applicable law.

D. These TOS represent the entire agreement between you and us with respect to the subject matter herein, and it supersedes all prior or contemporaneous communications, whether electronic, oral, or written between you and us with respect to the Site.

5. Communications.

A. Communications To or From You Using a Mobile Telephone Number. By accepting these TOS and providing a mobile telephone number to us through the Site, you expressly consent to be contacted by us for any purpose arising out of or relating to your access to or use of the Site, your User Account, or your Account or outstanding obligations by receiving calls, SMS messages (including text messages), and calls and messages delivered using an automatic telephone dialing system, autodialer, predictive dialer, any automatic or non-automatic texting system, prerecorded messages or other communications of any kind whatsoever at that mobile telephone number(s) or to any device connected to or associated with that number(s). You authorize us to contact you concerning your Account at any email address and/or any telephone number you provide, now or in the future. You further represent and warrant that the telephone number you have provided to us is your contact number and that you are permitted to receive calls, emails and text messages at the telephone number you have provided to us. You agree to alert us promptly if your telephone number changes or is no longer in service.

B. Electronic Communications. By accepting these terms within these TOS or using or accessing the Site, including but not limited to, by providing an electronic mail address or telephone number for any reason, or send e-mails, text messages, or other communications from your desktop or mobile device to us, you may be communicating with us electronically. You also agree that any email address you provide to us is an active and personal private email address accessible only to you and not a workplace or shared email address. You agree that we may communicate with you electronically even if you will incur costs to receive such phone messages, text messages, e-mails, or other means unless you notify us of your intentions to opt out of electronic communications as stated in these TOS. Standard message and data rates may apply to all SMS messages (including text messages).

6. Restrictions on Site Access and Use. By using the Site, you agree that you will not:

• Reproduce, re-distribute, sell, publish, broadcast, or circulate any materials or information contained on the Site to anyone, even if they are related to you or in the same company or organization as you.

• Modify, edit, alter, or enhance any of the materials or information from the Site in any manner;

• Submit fraudulent, misleading, or otherwise falsified information relating to your outstanding obligations, your login credentials, or your Account(s);

• Purposely manipulate, change, or otherwise interfere with the functioning of the Site and/or its security measures;

• Access or use the Site in a manner that in our sole discretion could damage, disable, overburden, or impair the Site, or interfere with any other party’s access to and/or use of the Site;

• Attempt to gain unauthorized access to the Site, or any part of it, other accounts, or computer systems or networks connected to the Site, or any part of it, through hacking, password mining, or any other means, or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;

• Exploit the Site for any commercial gain;

• Upload, download, post, submit, or otherwise distribute or facilitate the distribution of any content on or through the Site that is unlawful, fraudulent, deceptive, false, misleading, untruthful, or inaccurate;

• Obtain or attempt to obtain any materials or information not intentionally made available through the Site;

• Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site;

• You will not use any device, software, routine, file or other tool or technology, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the Site or to secretly intercept or expropriate any system, data, or personal information from the Site;

• Utilize framing techniques to enclose any trademark, logo, or other of our materials or information without our express written consent; or

• Use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent.

If we, in our sole discretion, believe you have engaged in activities restricted by these TOS or by any applicable law, your license to access and/or use the Site terminates automatically without notice to you. Additionally, we make take other action to protect us and other third parties which include:

• Suspending your access to or use of the Site;

• Updating inaccurate information you provided us;

• Refusing to allow you to use the Site in the future;

• Taking legal action against you; and

• Holding you liable for our damages caused by your violation of these TOS or applicable law.

7. Federal E-SIGN Disclosure and Consent Notice.

A. E-Sign Act Federal law requires by law to give you certain information “in writing” which means you are entitled to receive it on paper so that you may retain information in such manner. The Electronic Signatures in Global and National Commerce Act (E-Sign Act) allows us to provide you with documents or communications electronically, instead, with your prior consent by electronic signature.

B. Your Consent to Use Electronic Signature and Electronic Delivery of Documents or Communications. By accepting these TOS and/or accessing this Site, you consent to use your electronic signature to sign any document or communication and to receive electronic delivery of any document or communication. “Documents and communications” for purposes of this Section 7 of these TOS include, but are not limited to (1) agreements and policies required to use the Site (e.g., the TOS, the Privacy Policy and your Contract); (2) payment authorizations and transaction receipts or confirmations; (3) Account statements, billing statements, and Account transaction histories; (4) and any other disclosures required by law regarding your legal rights and obligations relating to your Account, User Account and the Site. You understand that your electronic consent acts as your signature and is legally binding, just as if you had signed a paper document. Your consent means that any Communications that we provide to you electronically shall have the same meaning and effect as if provided in paper form, regardless of whether you viewed those Communications. If you do not accept these TOS, you may not proceed to create and utilize a User Account on the Site and cannot request any services on this Site.

C. Scope of Consent. You agree and consent to receive Communications electronically on the Site or our mobile app (if applicable) that we provide or that you agree to at our request in connection with your current or future Account(s). We will provide these Communications to you via the Site, mobile app or by email, if you have so elected. Your consent also confirms that you can receive, open, and print (if desired) a copy of such Communications provided through this Site, mobile app, text message or the email address you provide. Your consent remains in effect until you give us notice in accordance with these TOS that you are withdrawing it. We may always, in our sole discretion, provide you with any Communications in writing, even if you have chosen to receive them electronically. Your consent covers all Communications relating to your current or future Account(s).

D. Hardware & Software Requirements. You understand that, to view and/or retain copies of the disclosures included in Communications, you will need the following hardware and software:

1) A computer or mobile device with an Internet connection or mobile connectivity and the ability to download and run the software described in this Section 7D;

2) For website-based Communications accessed by computer, the computer must have a current operating system and web browser (PCs should be running Windows 7 or higher and Microsoft Edge, Chrome, or Firefox; Macs should be running OSX and Safari, Chrome, or Firefox);

3) For Communications accessed by mobile application or mobile website, the mobile device must have a current operating system and web browser (for Apple devices, the most current version of iOS or one prior, and for Android devices, the most current version of the Android operating system or one prior), and the most current version of our mobile app(s) through which you access or use the User Account or the Site;

4) A current version of a program that accurately reads and displays PDF files (e.g., Adobe Acrobat Reader);

5) A valid email address;

6) A working mobile telephone number that can receive text messages; and

7) Sufficient storage space to save Communications or the capability to print the disclosures from the device on which you view them.

We will notify you if our hardware or software requirements change and whether that change creates a material risk that you would not be able to access or retain your electronic Communications.

E. How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically at any time by contacting us at (833) 288-1367 or by emailing us at optout@roadrunnerfinancial.com. If you fail to provide consent or if you withdraw your consent to receive Communications electronically, we reserve the right to deny your access to and use of the Site. Any withdrawal of your consent will be effective after a reasonable period of time for processing your request. The legal effectiveness, validity and/or enforceability of electronic Communications we sent before your withdrawal of your consent is effective will not be affected. Withdrawing your consent for Communications under these TOS does not alter your obligations or rights under your Contract.

F. Right to Request and Receive Paper Copies. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy at no charge within 120 days after the date we provided the Communication to you by contacting us at (833) 288-1367 or emailing us at customerservice@roadrunnerfinancial.com. We will send your paper copy to you by U.S. mail to the address we have on file.

G. Updating Your Contact Information. It is your responsibility to keep your email address up to date so that we can communicate with you electronically, and you must promptly notify us of any change in your email address. You may update your email address on your User Account profile page, by calling us at (833) 288-1367 or emailing us at customerservice@roadrunnerfinancial.com.

8. Links to Other Websites. The Site may provide, in its sole discretion, links to websites operated by third-party entities over which we have no control. If you use these third-party sites, you will leave our Site. If you decide to visit any linked site, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We provide no warranty or representation regarding, and we have no control over the content on such third-party websites. Accordingly, we expressly disclaim and shall not have any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites, networks, or pages. These links do not imply an endorsement with respect to any third-party, any website, network, or page, or the products or services provided by any third-party. We are not liable for any failure of products or services offered or advertised at those sites. Such third-party may have a privacy policy different from that of ours and the third-party website may provide less security than the Site. You are strongly encouraged to exercise caution and to use good judgment and discretion when obtaining or transmitting information on any third-party sites.

9. Online Payment Terms and Conditions. If you elect to use the Site to make a single or one-time payment transaction, or initiate periodic automatic payments (“Auto Pay”), if eligible, (the foregoing collectively an “Online Payment”), you agree to these Online Payment terms as follows:

• You must designate a valid major credit card or debit card, check, or electronic check also known as an EFT or ACH transfer (the foregoing collectively the “Payment Method”).

• You authorize us to initiate an Online Payment using the Payment Method you provide and designate in your User Account on the Site payable to us. You represent that you have the legal right to use the Payment Method you designate in your User Account for an Online Payment through the Site.

• We will process your Online Payment on the date you designate that you have scheduled in your User Account. Your Online Payment may be subject to any terms, limits and conditions imposed by your financial institution.

• By paying using your designated Payment Method, you agree that (a) you have read these Online Payment terms; (b) your acceptance of these TOS constitutes a writing signed by you per any applicable law or regulation; (c) We may impose limits on or reject any Online Payment if we suspect fraud, unauthorized use of a User Account, or as required by any applicable law; (d) You authorize us or our agent to initiate one or more drafts or ACH debit entries or an equivalent bank draft for the specified amount from your financial institution account; and (e) you authorize the financial institution that holds your bank account to deduct such payments from your bank account, debit your debit card, or charge your credit card. 

• If making a one-time single payment, you may not make changes to a Payment Transaction on the date the payment is scheduled to be made. Any change will go into effect the next business day.

• If you enroll in Auto Pay, your payment amount will be deducted automatically from your financial institution on the date you selected using your Payment Method. You may cancel the Auto Pay at any time by changing the settings in your User Account, but you cannot cancel the Auto Pay on the day that payment is scheduled to be debited. Any change will go into effect the following business day. You can contact us to cancel an Auto Pay by calling us at (833) 288-1367 or emailing us at customerservice@roadrunnerfinancial.com.

• We may determine at any time that you are ineligible to participate in utilizing an Online Payment, even if already enrolled, and remove your authority to utilize such use of the Site and your User Account. You will then be required to make payment using an alternative manner.

• Online Payment can take 1-5 business days to clear your bank account. Make sure that you have sufficient funds or credit available to cover each Online Payment. Otherwise, your financial institution may charge you its normal charge for each dishonored Online Payment. We are not responsible for any charges assessed against you by your financial institution for any dishonored Online Payments. If your Online Payment is not honored by your financial institution, we have the right to collect the dishonored amount from you as permitted by law and to charge you late payment fees as per your Contract. Interest will continue to accrue upon your full outstanding Account obligation as if no payment was made.

• If you believe that any Online Payment initiated by us is erroneous or unauthorized, or if you require more information about any such transaction, please contact as soon as possible by calling us at (833) 288-1367 or emailing us at customerservice@roadrunnerfinancial.com.

• The payment cut-off time for Online Payments is midnight Eastern Time. This means we will credit your Account as of the calendar day, based on Central Time, that we receive your payment request. You will see a reduction in your current balance & payment due as soon as we receive your Online Payment request. Note that any payment made after midnight Eastern Time on your statement closing date will not be included on that cycle’s billing statement but will be on your next cycle’s billing statement.

• Changes to Online Payment Terms: We may in our discretion change these Online Payment terms, TOS, and Privacy Policy, at any time without notice to you. If any change is found to be invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any other changes or the remainder of these Online Payment terms or these TOS. We reserve the right to subcontract any of our rights or obligations under these Online Payment terms and TOS.

• YOUR CONTINUED USE OF YOUR BANK ACCOUNT, CHARGE CARD, DEBIT CARD OR ELECTRONIC BANK DRAFT AS A PAYMENT METHOD ON THE SITE AFTER WE CHANGE THESE ONLINE PAYMENT TERMS, TOS, PRIVACY POLICY AND/OR OUR PRIVACY NOTICE CONSTITUTES YOUR ACCEPTANCE OF THESE CHANGES.

10. MANDATORY ARBITRATION.

THIS SECTION AFFECTS YOUR RIGHTS, PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TOS BY USING THE SITE.

Except as explicitly provided in these TOS, and to the extent permitted by applicable law, any dispute or claim relating in any way to your visit to the Site, your use of your User Account, a service, product offered or provided by or through the Site, or otherwise arising out of or relating to these TOS that cannot be resolved directly between you and us shall be resolved and administered by binding arbitration under the Consumer Arbitration Rules (“the Consumer Rules”) of the American Arbitration Association (“AAA”), www.adr.org, 1-800-778-7879, rather than in court. Except as otherwise explicitly provided in this Section, this broadly includes: any claims based in contract, statute, tort, fraud, consumer rights, misrepresentation, equity, or any other legal theory; initial claims, counterclaims, crossclaims, and third-party claims; federal, state, and local claims; including but not limited to, claims which arose before the date of these TOS. The Federal Arbitration Act (“FAA”) and federal arbitration law apply to these TOS and this mandatory arbitration agreement. To the extent state law is applicable under the FAA, the law of the State of Delaware shall apply. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court and must apply and follow the terms of these TOS as a court would. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. Any judgment on the award rendered by the arbitrator will be final and may be entered in any court of competent jurisdiction.

YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.

Either you or we can initiate arbitration through AAA, an alternative dispute resolution provider, or by filing a motion to compel arbitration of claims filed in court. Regardless of who elected arbitration or how arbitration was elected, the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. If AAA cannot serve, a court with jurisdiction shall select the arbitrator, who will apply the AAA rules and procedures specified in this Section. Any arbitration will be governed by the then-current Consumer Rules of the AAA, and its Procedures for the Resolution of Disputes through Document Submission (“Document Submission Procedures”). The Consumer Rules are available at the AAA website: www.adr.org. The Document Submission Procedures are included in the Consumer Rules. Your arbitration filing fees will be governed by the Consumer Rules. If it is determined by the arbitrator that you cannot afford such fees, we will pay all arbitration fees and expenses. The arbitration will be conducted solely based on written submissions. The arbitration will not require any personal appearance by the parties or witnesses unless the arbitrator determines that a telephonic or in-person conference or hearing is necessary based on the request of one or more of the parties. Disputes or controversies about the validity, enforceability, coverage or scope of this Section or any part thereof are an arbitrator to decide, including but not limited to, disputes or controversies about these TOS as a whole or in part.

CLASS ACTION WAIVER: You and we each agree that any arbitration will be conducted only on an individual basis and not as a class, consolidated or representative action. To the fullest extent permitted by law, (a) no arbitration will be joined or consolidated with any other; (b) there is no right or authority for any dispute to be arbitrated on a class-action or private attorney general basis or to utilize class action procedures; and (c) 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. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than us and/or you individually.

If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Even if all parties have opted to litigate a claim in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Section. You and we each agree that any disputes seeking to enforce or protect, or concerning the validity of intellectual property rights will not be subject to binding arbitration under this Section. In addition, pursuant to the Consumer Rules, any party may proceed with their individual claims in small claims court if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s jurisdictional limits; but if that action is transferred, removed, or appealed to a different court, arbitration can be elected. If any portion of this Section is inconsistent with the Consumer Rules or other provisions of this mandatory arbitration agreement, this Section shall govern. This Section shall survive termination of this mandatory arbitration agreement and any bankruptcy by you, to the extent consistent with applicable bankruptcy law. No portion of this Section may be amended absent a written agreement signed by all parties. If any portion of this Section is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Section, except that: (A) If the Class Action Waiver is limited, voided, or found unenforceable, then this Section (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver under the applicable rules of the AAA or in a court of law, if applicable under the FAA and/or state law. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and (B) if a claim is brought seeking public injunctive relief and if it is ultimately determined that the restrictions in the Class Action Waiver or elsewhere in this Section prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have a preclusive effect in an arbitration between the parties to this Section.

RIGHT TO OPT OUT: If you do not want this Section 10 to apply, you must send us a signed notice within 30 calendar days after you agree to be bound by these TOS as described herein. You must send the notice in writing (and not electronically) to Roadrunner Financial, Inc. Attn. “Terms of Service – Section 10 Opt Out”, 116 W 32nd St 9th floor, New York, NY 10001. You must provide your name, address, and phone number and state that you “opt out” of Section 10 within our TOS. Opting out of this Mandatory Arbitration provision will not affect the other provisions of these TOS nor the terms of your Contract. If you properly and timely opt out of Mandatory Arbitration as described herein, your opt out request will apply only to these TOS and not any other agreement or Contract between us.

11. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, INCLUDING ALL CONTENT, MATERIALS AND FUNCTIONALITY ON THE SITE, ARE PROVIDED “AS IS”, AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR ANY PARTICULAR PURPOSE. WE FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE MATERIALS OR THAT THE SITE WILL OPERATE WITHOUT ERROR, UNINTERRUPTED OR IN A MANNER WHICH YOU EXPECT. YOU ASSUME THE RISK OF THE PERFORMANCE OF THE SITE.

12. LIABILITY LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MANAGERS, MEMBERS OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, ANY OTHER THEORY OF LAW, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING FROM YOUR USE, YOUR INABILITY TO USE, OR YOUR INABILITY TO ACCESS THE SITE, ITS CONTENTS OR FUNCTIONS OR ANY LINKED WEBSITE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY AND ALL ACCESS TO THE SITE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE SITE OR THESE TOS SHALL CREATE ANY WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MANAGERS, MEMBERS OR AGENTS AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THESE TOS OR YOUR ACCESS TO OR USE OF ANY PART OF THIS SITE EXCEED $100.00 USD. THE LAWS OF CERTAIN STATES MAY NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES IN THIS SECTION, IN WHICH CASE OUR LIABILITY FOR DAMAGES IN CONNECTION WITH THIS SITE AND THESE TOS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE APPLICABLE STATE.

13. No Third-Party Beneficiaries. These TOS are between you and us. No other user or third-party has any rights to force us to enforce any rights it may have against you or any other party.

14. Software Export Controls. This Site, including all content, features, and materials herein, are intended for use within the United States of America (“USA”) only. This 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 applicable law or regulation. We make no representation that this Site or any of its content, features, or materials are appropriate or available for use in other countries. Those who access this Site from outside the USA do so at their own risk and are responsible for compliance with applicable local laws. You agree to comply with all USA or any other export and re-export control restrictions. You represent and warrant that you are not located in, or a resident or a national of, any country (a) subject to a USA government embargo or similar restriction, or that has been designated by the USA government as a “terrorist supporting” country; or (b) listed on any USA government lists of prohibited or restricted parties.

15. Governing Law. The substantive and procedural laws of the state of Delaware, without regard to the choice or conflicts of law provisions of any jurisdiction, will govern these TOS, your access to and use of the Site, and any claim relating to the materials on this Site. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to these TOS and is hereby disclaimed. Without limiting the language contained in your Contract and subject to same, the state or local courts in the State of Delaware will have exclusive jurisdiction and venue over all controversies in connection with these TOS, and you hereby consent to such exclusive and personal jurisdiction and venue.

16. COPPA Disclosure. We do not knowingly collect or retain personally identifiable information from consumers under the age of eighteen (18). Your child’s online privacy is protected by the Children’s Online Privacy Protection Act (COPPA). Learn more about COPPA by visiting the Federal Trade Commission’s website.

17. General. You may not assign or otherwise transfer these TOS, or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without our prior written consent. Any attempt of assignment, delegation, or transfer in violation of these TOS shall be void, of no effect, and a material breach of these TOS. Notwithstanding the foregoing, we may assign these TOS in whole or in part. Moreover, we may delegate its rights and responsibilities or use contractors or agents to fulfill our obligations under these TOS. Failure by us to insist on strict performance of any of the terms and conditions of these TOS will not operate as a waiver or a partial waiver of that or any subsequent default or failure or omission of performance. Headings are for convenience only and have no legal or contractual effect. These TOS, and our Privacy Policy, which are hereby incorporated by reference as if set forth fully herein, represent the entire agreement between you and us with respect to the subject matter herein, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and us with respect to the use of this Site. Certain sections or pages on this Site may contain separate terms and conditions, which are in addition to these terms and conditions. In the event of a conflict with these TOS, the additional terms and conditions will govern for those sections or pages.t