Terms of Use

Local Investing Resource Center (“LIRC”)* makes available the “Service,” which includes but is not necessarily limited to local-investing.com[(the “Site”), any associated software client (the “Software Client”), the Standard Content and Premium Content (each as defined below), and their various associated product and service offerings, features, tools, resources and other content (collectively, the “Content”) subject at all times to the following:  (i) the Terms of Use set forth in this document (the “Terms of Use”); (ii) LIRC’s separate Privacy Policy (the “Privacy Policy”); (iii) the separate license terms applicable to Standard Content and Premium Content; and (iv) the federal laws of the United States and of the State of New York (“Designated Law”).  These Terms of Use and the Privacy Policy are referred to collectively herein as the “Site Terms.”

You can view the current Terms of Use,  Privacy Policy , Standard Content License terms and Premium Content License terms at any time at the foregoing links.  Please review all Site Terms and Standard Content & Premium Content license terms before you proceed.  If you are cannot or do not agree to be bound by the foregoing, you are not authorized to use the Service.  Violation of any of the foregoing will result in termination of your account and your access to and authorization to use the Service.

Beta Notice

The Service is currently still in its beta testing phase, which means that its features are still experimental and subject to modifications and improvements as we learn more from our users.  It is possible that the Service still contains errors which may cause malfunction, including possible loss of data during input, transmission or processing.  You should maintain separate, safe copies of your data at all times.  YOU UNDERSTAND AND AGREE THAT LIRC:  (i) IS NOT RESPONSIBLE OR LIABLE FOR ANY ERRORS, OR FOR ANY HARM THEY MAY CAUSE (INCLUDING BUT IN NO WAY LIMITED TO RECOVERY OF OR COMPENSATION FOR ANY DATA LOSS); (ii) is not obligated to correct any such errors; (iii) has no obligation to provide technical support related to use of any aspect of the Service; and (iv) may modify, withdraw, or discontinue the Service at any time, in whole or in part, with or without notice, in its sole discretion.  By using the Service, you promise that you will not make any public statements, whether oral, written, electronic or otherwise with respect to LIRC or to any aspect of the Service, except with LIRC’s prior written consent, which may be granted or withheld in its sole discretion.

No “Broker,” “Dealer,” “Funding Portal” or “Investment Advisor” Relationship

LIRC is not a “Broker,” “Dealer” or “Funding Portal” (as defined in Section 3(A) of the Securities Exchange Act of 1934, as amended, or any similar state or federal securities law), nor is it an “Investment Advisor” (as defined in Section 2(A) of the Investment Advisers Act of 1940, as amended, or any similar state or federal securities law).  In general: (i) a licensed broker dealer is a person or firm that engages in the business of offering to broker or brokering transactions involving financial securities, and/or offering for sale or selling financial securities; (ii) a funding portal is a person or firm acting as an intermediary in one of the preceding (or similar) transactions; and (iii) a licensed investment adviser is a person or firm that engages in the business of advising others, either directly or through publications or writings, as to the value of financial securities or as to the advisability of investing in, purchasing, or selling financial securities, or who issues or promulgates analyses or reports concerning financial securities.

Without in any way limiting the generality of the foregoing, LIRC does not act in any way as a middleman, agent or representative for purposes of (i) promoting financial securities, or broker/dealer or investment adviser services with respect thereto, (ii) raising capital on behalf of any third party, (iii) soliciting investment funds from any third party, (iv) selling or offering for sale financial securities, nor (v) soliciting offers to buy financial securities.  You agree to defend, indemnify and hold harmless LIRC and its directors, officers, employees, independent contractors, agents and representatives (the “Indemnified Parties”) from and against any claim, suit or cause of action alleging that your use of the Service, Software Client, Content or other third party material implicate any of the Indemnified Parties in any of the foregoing, or resulted in harm to you or to any third party.  “User Material” is all messages, data, information, text, graphics, audio, video or other material posted/uploaded to the Service. LIRC cannot guarantee, and hereby expressly disclaims any representation or warranty of, accuracy or security with respect to any component of the Service, Software Client, Content, User Material and/or other third party material.

LIRC does not endorse any User Material or other third party material or content displayed on, through or in connection with the Service, and is not responsible for any financial or other decisions made based thereon.  CAVEAT EMPTOR (BUYER BEWARE)!  All Content, User Material and other third party material and content displayed on, through or in connection with the Service is provided “AS IS” and without warranties of any kind (whether express or implied).  Under no circumstances does any Content, User Material or other third party material or content constitute, nor shall it be deemed to constitute: (i) investment, legal or tax advice; or (ii) a solicitation or offer to buy or sell any securities, futures, options or other financial instruments, whether directly or indirectly.  Content, User Material and other third party material and content posted or uploaded by users of the Service, or posted, uploaded or otherwise made available by LIRC as authorized/instructed by users of the Service, is the sole responsibility of the posting/authorizing users, and LIRC expressly disclaims any responsibility or liability with respect thereto.  The Service, Software Client, Content, User Material and/or other third party material is crowdsourced, could be incorrect, and has not been formally reviewed by an attorney.  Laws and regulations vary from place to place, so you are advised to consult a qualified attorney in all situations pertaining to the law.  To the fullest extent permitted by applicable law, LIRC disclaims any and all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the Service, Software Client, Content, User Material and other third party material and content.

There can be no assurance that any specific investment, investment strategy, or type of investment made reference to in the Service, Software Client, Content, User Material and/or other third party material will be either suitable or profitable for anyone.  Past investment performance may not be indicative of future results. Therefore, no one should assume that the future performance of any specific investment, investment strategy, or type of investment made reference to in the Content, User Material and/or other third party material will be profitable or approximate indicated performance levels.

Standard Content versus Premium Content

LIRC makes various Content offerings available through the Service for use by its visitors and/or paid subscribers from time to time.  Certain areas of the Service and related Content (the “Standard Content”) are made available to all Service visitors, while certain other areas of the Service and related Content (the “Premium Content”) are only available to and accessible by LIRC’s paid subscribers (“Members”).  PREMIUM CONTENT IS SUBJECT TO LICENSE TERMS WHICH ARE MORE RESTRICTIVE THAN THOSE APPLICABLE TO STANDARD CONTENT, AND YOU ARE RESPONSIBLE FOR COMPLYING WITH CORRECT CONTENT LICENSE TERMS.

LIRC’s general policy is to allow use of Standard Content free of charge so long as the user does not charge any fee or receive any other financial benefit either for access to the Content, or for any product or service (including but in no way limited to educational services) offered in connection with the Content.  Conversely, if the user WILL charge any fee or receive any other financial benefit in connection with any of the foregoing, said user is required to first enter into a separate written agreement with LIRC, in form acceptable to LIRC in its sole and absolute discretion.  However, the foregoing general statements notwithstanding, users are always responsible for compliance with all actual terms and conditions of license applicable to the Content at issue (whether Standard Content or Premium Content, as the case may be).

The Service, Site Terms and Content license terms may change

LIRC may update, modify, limit, expand, suspend or terminate the Service or any part thereof at any time, without notice and in its sole discretion.  Any new or updated Content, when made available, will also be subject to the Site Terms, Designated Law and applicable Content license terms.  LIRC may likewise update or modify the Site Terms and/or applicable Content license terms at any time, without notice and in its sole discretion. Your continued use of the Service following any such change constitutes your consent and agreement to follow and be bound by the new Site Terms and/or Content license terms as modified. You should review the foregoing from time to time.

General Account Terms

1. You must in no event be less than thirteen (13) years of age to access and use the Service.  If you are less than eighteen (18) years of age, you must also have the permission of your parent or legal guardian to access and use the Service.  By accessing or using the Service, you represent that both the foregoing conditions are met.
2. You must provide all information requested during the signup process and from time to time thereafter, fully and accurately, which may include without limitation:  full legal name and physical address, full legal name of your company (if applicable), and valid contact email address, telephone number and credit card number.
3. In registering to use the Service, you will be asked to select a password and account designator/login. Only you may use your individual account login – login sharing is not permitted.  In the case of company accounts, your company will be allowed to designate one or more employees, each of whom shall be granted a method of Service access.
4. By using the Service, you are granting us permission to access your account and User Material, and to process, submit and otherwise make available User Material to designated third parties.
5. You are solely and fully responsible for: (i) maintaining the confidentiality of your password and account, and (ii) all activities that occur through your password or account, including without limitation all Content downloaded and all User Material posted to or through your account. You agree to immediately notify LIRC of any actual or potential unauthorized use of your password or account, or any other actual or potential breach of LIRC’s security.  You will ensure that you logout from your account at the end of each session.
6. LIRC will use commercially reasonable efforts to ensure that we do not share your User Material, account information or other personally identifiable information with any third parties, excepting only that User Material and those third parties which you may designate from time to time during your use of the Service, or as otherwise set forth in the Site Terms.  Please be aware that User Material which you designate or otherwise make public may be accessed by others, and that LIRC has no ability to limit further dissemination of your User Material by those to whom it is disclosed.  Use appropriate caution.
7. The preceding paragraph notwithstanding, LIRC and its affiliated companies, whether now or in future existing (collectively the “LIRC Affiliates”), may share aggregated statistical information about our users (including but not limited to demographic information, preferences, etc.) with third parties from time to time, and you hereby consent to such disclosure. The LIRC Affiliates will use commercially reasonable efforts to ensure that such information does not identify individual users, nor include any personally identifiable or otherwise sensitive information, except as may be set forth in the Site Terms.
8. You agree to allow LIRC to post, process, transmit to third parties or otherwise make available User Material and other communications as you may designate from time to time while using the Service.
9. You are required to verify all User Material posted to the Service, and regularly to monitor your account.  LIRC is not liable for errors or omissions in User Material you provide, or for errors or omissions in processing and/or transmission of User Material and other communications to third parties once submitted to LIRC.
10. LIRC reserves the right, at any time, without notice and in its sole discretion, to terminate your account and/or to block or prevent your access to and use of the Service, in whole or in part.

Prohibited Conduct

You are solely responsible for your use of the Service, and all use is at your own risk. By posting any User Material, you represent and warrant that you own all necessary rights, or have permission from the rightful owner(s), to post said User Material, and to allow LIRC to process and retransmit the User Material through the Service.  You agree not to post, upload, input, provide, submit, transmit, distribute or otherwise publish through the Service any of the following, nor to assist or allow others to do so, all as determined by LIRC in its sole judgment:

1. User Material that may infringe any patent, trademark, trade secret, copyright or other intellectual property right or other proprietary right of any party.
2. User Material that could constitute, encourage, aid or abet any criminal offense or enterprise, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law or regulation, including but in no way limited to the rules and regulations of the U.S. Securities and Exchange Commission and any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, including foreign equivalent;
3. User Material that is false, misleading, libelous, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of any entity’s rights of privacy or publicity, abusive, inflammatory, hateful, religiously, racially or ethnically offensive, unlawful or otherwise objectionable;
4. User Material that contains unauthorized private information of any third party, including (but not limited to) addresses, phone numbers, email addresses, etc.;
5. User Material that impersonates any person or entity, or otherwise misrepresents your affiliation with any person or entity, or is in any other way fraudulent in nature;
6. Unsolicited communications, including but not limited to User Material that reasonably could be construed as (a) junk-mail/spam, whether commercial or non-commercial in nature, (b) solicitations for donor gifts, and (c) solicitations for investor funding, including but in no way limited to solicitations to sell and/or invitations of solicitations to buy, any securities to be issued by you or by any third party.  Please note that, while LIRC does not prohibit per se all User Material which may promote, discuss or refer to product and/or service offerings related to local investing, we reserve the right, in our sole discretion, to edit or to remove any such User Material which we find objectionable, or which we believe others may find objectionable, for whatsoever reason;
7. User Material containing or comprising viruses, Trojan horses, corrupted data or other harmful, disruptive or destructive code; and
8. User Material that, in the sole judgment of LIRC, is otherwise objectionable, or restricts or inhibits any other person from using or enjoying the Service or the Content, or that may tarnish LIRC’s image or brand, or may expose LIRC or its users to any harm or liability of any type.

LIRC does not assume, and hereby expressly disclaims, responsibility or liability for any User Material posted to the Service by you or by any third party.  Although LIRC has no obligation to screen, edit or monitor any User Material posted, LIRC reserves the right, and has absolute and sole discretion, to screen, edit, monitor and/or remove any User Material that LIRC believes may violate the Site Terms, or otherwise finds objectionable, in its sole judgment.

LIRC strictly prohibits any use of any portion of the Service which is not expressly authorized by either (i) the Site Terms, (ii) any applicable Content license (Standard or Premium, as the case may be), or (iii) the prior written permission of LIRC, which it may grant or withhold in its sole discretion.  This prohibition includes, but is in no way limited to: (a) resale, rental, sublicense or other transfer or commercial use of any aspect of the Service; (b) retransmission, rebroadcasting or other distribution, display or publication of any Content or other information made available through the Service in any media, whether via a computer network or otherwise; (c) making derivative uses of, or derivative works based on, any aspect of the Service; (d) attempting to reverse engineer, decompile, disassemble or otherwise reduce any aspect of the Service to human-perceivable form; (e) disabling, modifying, circumventing or otherwise tampering with any anti-piracy, anti-hacking, digital rights management or other security feature of any aspect of the Service, nor of any associated copyright, trademark or other proprietary notice; (f) exporting or re-exporting any aspect of the Service in violation of applicable laws or regulations; and/or (g) using any data mining tools, robots or similar data-gathering or data extraction methods in any way or for any reason in connection with the Service.

You understand and agree that any use of the Service in violation of any of the foregoing paragraphs or subsections of this Section (“Prohibited Conduct”) is a material breach of the Site Terms, and may result in termination or suspension, without notice, of your account and rights to use the Service, and may also expose you to civil and/or criminal liability.  You agree to indemnify, defend and hold the Indemnified Parties harmless from and against any claim, suit, cause of action, loss or damage arising from or in connection with any Prohibited Conduct.  The foregoing notwithstanding, if you wish to make commercial or derivative uses of, or derivative works based on, any aspect of the Service, LIRC may be willing to grant you this right, in its sole and absolute discretion: (i) subject to your entering into a separate written agreement in form acceptable to LIRC, (ii) subject at all times to the Site Terms, and (iii) subject further at all times to all terms and conditions set forth in the license(s) applicable to Standard Content and/or Premium Content, as the case may be.

Member Subscriptions

1. Maintenance of your Member account status as active, and your continued access to Premium Content, require full timely payment in accordance with your Membership plan.
2. Your Membership plan recurring subscription fee will automatically be billed to your credit card (or to such alternative payment method as LIRC may authorize from time to time in its sole discretion), in advance on a yearly basis, and is non-refundable.
3. All Membership fees are exclusive of any taxes, levies or duties imposed by applicable taxing authorities.  You understand and agree that any such applicable taxes, levies and duties will be added to your Membership fees and included in the yearly amount billed.
4. You can cancel your Membership auto-renewal at any time by logging into your account, clicking on “My Account” (in the upper right corner), clicking on the Subscription tab, and then clicking the Cancel link on your Active subscription.  Your Membership and access to Premium Content will continue until the end of your active subscription period.
5. LIRC reserves the right to change pricing to users of any and all aspects of its Service at any time.  Existing users will be provided 30 days’ notice, on the Site or by email, of changes to pricing.

LIRC a Limited Designee & Conduit

You understand and agree that, in providing forums and other aspects of the Service which allow its users to communicate and otherwise interact with one another and/or with any non-user third parties (“Intended Recipients”), LIRC is acting at all times solely as a limited designee and conduit.  Without limiting the generality of the foregoing statement, you understand and agree that, once LIRC has made your User Material available to Intended Recipients, whether through forum postings, one-on-one messaging or otherwise, LIRC has no further control over the User Material so submitted.  The LIRC Affiliates hereby expressly disclaim all responsibility and liability for any misuse of User Material following submission.

Copyright

The Service, as it may be updated from time to time, including but not limited to trademarks, service marks, logos, and all text, designs, images, graphics, audio, video and other files, etc., and the selection and arrangement thereof, are subject to copyright, trademark, service mark, trade dress and/or other intellectual property rights held or licensed by the LIRC Affiliates, or by third parties with whom it interacts.  No right, title or interest in any portion of the Service is transferred to you as a result of your use thereof, and (as between LIRC and you) LIRC hereby reserves all right, title and interest, including but not limited to all applicable intellectual property rights, in and to all aspects of the Service.

Copyright Infringement Notification Procedure

If you believe that any material available on or through the Service violates your copyright, you may send LIRC a copyright infringement notice. Section 512(c) of the Copyright Act requires that your notice must be in writing and must include substantially all of the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a complete list of all such works complained of at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity which is to be removed or access to which is to be disabled, and information reasonably sufficient to permit LIRC to locate the material. LIRC requests complete URLs for each instance of such allegedly infringing material.
4. Information reasonably sufficient to permit LIRC to contact you, such as an address, telephone number, and, if available, an electronic mail address.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statementunder penalty of perjury that the information in the copyright infringement notice is accurate, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Your written copyright infringement notice must be sent to LIRC’s designated copyright agent via mail or email. Please be aware that Section 512(f) of the Copyright Act provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.  LIRC will terminate, in appropriate circumstances, account holders whom it determines in its sole judgment are repeat copyright infringers.

LIRC’s designated copyright agent (“Copyright Agent”) may be contacted as follows:

Local Investing Resource Center

Attn: Copyright Agent

P.O. Box 901311, Kula, HI  96790

By E-mail:[email protected]

The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Service. The Copyright Agent will not address any other inquiries.

User Feedback

We welcome feedback from our users. However, any such comments, suggestions, ideas or other communications, together with any material included therein and/or attached thereto, of whatever kind, whether audio, graphics, video, print or otherwise (collectively, “Feedback”) submitted to any LIRC Affiliate, independent of the method of communication, shall be and remain the exclusive property of LIRC or its designees.  Submission of any such Feedback shall constitute an assignment to LIRC or its designees of all worldwide rights, title and interest in all copyrights and other intellectual property rights regarding the Feedback, and a waiver of any moral rights therein (to the maximum extent not prohibited by applicable law). LIRC and its designees shall be free to use, reproduce, disclose, publish and distribute any submitted material for any purpose whatsoever, in any media now or hereafter existing, without restriction and without compensation of any kind. We therefore request that you not submit any Feedback that you do not wish to assign in full, including all embedded and attached material. FOR AVOIDANCE OF DOUBT, REGULAR SUBMISSIONS OF USER MATERIAL THROUGH THE SERVICE FOR THE PURPOSE OF PROCESSING AND SUBMISSION TO THIRD PARTIES IS NOT INCLUDED WITHIN THE DEFINITION OF “FEEDBACK.”  You are solely responsible for all User Material you submit, whether as Feedback or otherwise, and LIRC assumes no liability whatsoever with respect thereto.

DISCLAIMER

THE SERVICE IS OPERATED BY LIRC ON AN “AS IS” BASIS, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE LIRC AFFILIATES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ALL ASPECTS OF THE SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE FOREGOING, THE LIRC AFFILIATES DO NOT REPRESENT OR WARRANT THE ACCURACY, CURRENCY OR COMPLETENESS OF THE SERVICE, OR OF ANY INFORMATION (INCLUDING WITHOUT LIMITATION THIRD PARTY INFORMATION) PROVIDED THEREBY, OR THAT THE SERVICE IS FREE OF VIRUSES, TROJANS OR OTHER HARMFUL CODE, OR WILL OPERATE WITHOUT ERROR OR INTERRUPTION.  THE LIRC AFFILIATES ASSUME NO RESPONSIBILITY FOR YOUR USE OF ANY ASPECT OF THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN RISK.  THE LIRC AFFILIATES DO NOT ENDORSE OR MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY AND ALL PRODUCTS, SERVICES, CONTENT AND OTHER INFORMATION (INCLUDING WITHOUT LIMITATION THOSE OF THIRD PARTIES) WHICH YOU MAY ACCESS OR USE THROUGH OR AS A RESULT OF YOUR USE OF THE SERVICE.  ANY REFERENCES AND/OR LINKS TO ANY OF THE FOREGOING ARE PROVIDED SOLELY FOR YOUR CONVENIENCE.  APPLICABLE LAW MAY LIMIT OR DISALLOW THE DISCLAIMERS SET FORTH ABOVE, AND SO THESE DISCLAIMERS MAY NOT APPLY TO YOU, IN WHOLE OR IN PART.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE LIRC AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY LOSSES OR DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF OR INABILITY TO USE THE SERVICE. THIS LIMITATION OF LIABILITY APPLIES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE, AND INCLUDING BUT IN NO WAY LIMITED TO LOSS OF DATA, PROFITS OR ECONOMIC ADVANTAGE), WHETHER BASED ON A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND DAMAGES.  IF YOU ARE DISSATISFIED WITH THE SITE TERMS, THE SERVICE OR ANY OF ITS CONTENT OR ASSOCIATED SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. BY USING THE SERVICE YOU ACKNOWLEDGE YOUR ASSUMPTION OF ALL RISK OF SUCH USE. IN NO EVENT SHALL LIRC’S AGGREGATE LIABILITY TO YOU (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO USE OF THE SERVICE EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100.00).  THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS.  APPLICABLE LAW MAY LIMIT OR DISALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, AND SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, IN WHOLE OR IN PART.

Miscellaneous Provisions

Applicable Law & Forum.  These Site Terms and the Service are governed by Designated Law.  The State and Federal courts sitting in Tompkins County, New York will have sole and exclusive jurisdiction over any claim, cause of action or other dispute arising out of or in connection with these Site Terms and/or your use of the Service, and you hereby irrevocably and unconditionally submit, consent, and waive all objection to said exclusive venue, including without limitation any objection based on forum non conveniens.

TIME BAR. You UNDERSTAND AND agree that any claim or cause of action arising out of or related to THESE Site Terms, THE CONTENT LICENSES or use of THE Service must be made within one (1) year after SAID claim or cause of action arose, or be forever barred.

Amendment; Waiver. Neither the Site Terms nor any Content license terms may be amended or waived except in a written document executed by LIRC.  LIRC’s failure to enforce any right or provision in the Site Terms or in any Content license will not constitute a waiver thereof, or of any other applicable provision.

Entire Agreement.  The Site Terms and any applicable Content license terms together constitute the entire agreement between you and LIRC regarding the subject matter hereof, govern your use of the Service, and supersede any prior agreements between you and LIRC (whether written or oral) regarding the same subject matter.

Severability.  If any provision of the Site Terms or any applicable Content license is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.</p.Survival.  All provisions of the Site Terms and any Content license which by their nature should survive expiration or earlier termination will survive such expiration or earlier termination, including but in no way limited to provisions regarding rights of ownership, disclaimers of warranty, and limitations of liability.

* * * * ** Local Investing Resource Center (LIRC) is a project partner of the Center for Transformative Action (“CTA”), an education-based, non-profit, 501(c)(3) tax exempt organization, which also serves as LIRC’s fiscal sponsor.  The form of fiscal sponsorship used by CTA is that of sponsoring direct projects, in which the charitable activities of the sponsored organization become projects of CTA, and in which the projects are themselves operating units of CTA