THE EB-5 DEFINITIVE GUIDE TERMS OF PURCHASE
IMPORTANT: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO THE USE BY YOU, THE PURCHASER WHO ACCEPTS THESE TERMS AND CONDITIONS ("YOU"), OF THE PURCHASE OF THE EB-5 DEFINITVE GUIDE SERVICE ("THE GUIDETHE GUIDE") CAREFULLY BEFORE USING THE GUIDE. STRATEGIC ELEMENT (Officially, Mobile Reach Media Inc. DBA Strategic Element, hereinafter referred to as "SE") STRATEGIC ELEMENT WILL PROVIDE THE GUIDE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW (THIS "AGREEMENT"). BY USING THE GUIDE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS DO NOT PURCHASE THE GUIDE.
Scope of Agreement
Unless otherwise indicated, this Agreement applies to Your use of The Guide which is owned and operated by Strategic Element ("SE") and our affiliates. The Guide are specifically directed to residents of the United States and Canada, excluding Quebec, and The Guide is only for use by residents of the United States and Canada, excluding Quebec. By purchasing, accessing or using The Guide,
You acknowledge and agree that The Guide is only to be used by You.
The Guide is protected by copyright laws and international treaty provisions. All trade-marks used in connection with the provision of The Guide are trade-marks of their respective owners.
You will not do any of the following: (i) transfer, assign, resell, sublicense, use, copy, distribute or modify The Guide, in whole or in part, except as expressly permitted in this Agreement; (ii) disassemble, reverse assemble or otherwise reverse engineer The Guide or attempt to reveal any trade secret or confidential information concerning its operation; (iii) use The Guide, directly or indirectly, to design, develop or market a competing product or service; (iv) use The Guide for any illegal purpose; and (v) remove or alter any of the copyright notices or other proprietary markings on any copies of The Guide. You will comply with all of SE's terms, conditions, specifications, rules or guidelines regarding use of The Guides. Without limiting the generality of the foregoing, You will not, directly or indirectly:
You are responsible for maintaining the confidentiality of Your login user name and password (or other identifying information). You are solely responsible for all activities that occur under Your login user name or password. You agree to immediately notify SE of any unauthorized use of Your name or password.
Disclaimer of Warranty
PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE GUIDE OR PERSONNEL OF SE SHALL CREATE ANY CONDITION OR WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SE OR THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND CONTRACTORS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE GUIDES (B) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) STATEMENTS OR ERRORS OR OMISSIONS THAT MAY BE CONTAINED IN THE GUIDE; OR (D) ANY OTHER MATTER RELATING TO THE GUIDE. IN NO EVENT SHALL SE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING THE GUIDE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE GUIDE, OR WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE GUIDE.
You agree to indemnify, hold harmless SE and its respective officers, directors, employees, shareholders, agents and contractors from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable legal fees and expenses) arising from Your improper use of The Guide, Your violation of this Agreement, or Your infringement of any intellectual property or other right of any person or entity.
We are committed to protecting your privacy and security. NO INFORMATION THAT YOU PROVIDE TO US WILL BE MADE AVAILABLE TO THE PUBLIC
Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to: (i) this Agreement; (ii) The Guide; (iii) oral or written statements or advertisements or promotions relating to this Agreement (collectively, the "Claim") will be determined by arbitration to the exclusion of the courts. You agree to waive any right You may have to commence or participate in any class action against SE. Please give notice of any Claims to: Strategic Element, 149 Willowdale Avenue, Unit #2, Toronto, Ontario, Canada. Arbitration will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in Ontario.
Governing Law and Jurisdiction
The validity, construction and interpretation of this Agreement, and the rights and duties of the parties hereunder, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree and hereby submit to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters relating to this Agreement.
This Agreement embodies the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels any and all prior understandings or agreements, verbal or otherwise, in relation hereto which may exist between the parties. No oral explanation or information by either of the parties hereto shall alter the meaning or interpretation of this Agreement. The failure by SE to require or enforce the performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Each provision of this Agreement is severable from the other provisions and if any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the other provisions will continue to have full force and effect.