Terms & Conditions

Notice

YOU HAVE NOW ENTERED THE LAST DEMAND, INC.  (“LD”, “WE”, “US”, OR “OUR”) WEBSITE (“SITE” OR “WEBSITE”).

PLEASE REVIEW THESE TERMS AND CONDITIONS (“TERMS” OR “AGREEMENT”) CAREFULLY. BY ACCESSING THIS WEBSITE AND ANY PAGES RELATED TO THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE, PLEASE DO NOT ACCESS THIS SITE OR ANY PAGES RELATED TO THIS SITE.

YOUR ACCESS IS SUBJECT TO FINAL DETERMINATION, AS APPLICABLE, BY LD AND/OR AFFILIATES.

Website

Through this Site you will be able to access certain information concerning LD and its Site. In these Terms, “you” and “your” refer to the individual accessing or using this Site. If you are accessing this Site, regardless of the method, including through (1) www.LastDemand.com or a related website on a desktop, mobile, or other device; (2) a mobile application published by LD; or (3) any other channel or method that LD may adopt, it means you have expressly agreed to these Terms.

You acknowledge that this Site is the property of LD. In using any webpage, website, or other aspect of this Site, you hereby agree to be bound by these Terms. Your use of this Site is conditioned on: (1) you agree to these Terms; (2) you accept any other agreement and/or other agreement(s), instruments, rules, standards, policies, instructions, and other documents and forms required by LD to access the Site.

LD offers the Site to you only based on your acceptance of these Terms without modification. LD reserves the right and may, from time-to-time, make changes to these Terms. Any changes or modifications to the Terms will be effective upon upload to the Site. You acknowledge that it is your sole responsibility to periodically review these Terms to remain apprised of any changes, revisions, or updates. Your ongoing and/or continued use of this Site, following any revision, change, modification, or update to these Terms, constitutes your acceptance of the modified terms.

If you create an account, login to your user account, participate in the services, or use LD-developed application in any manner, you must agree to a separate agreement which shall supersede these Terms and govern your use of the Site.

Content and Proprietary Rights

All text, graphics, user interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content contained on the Site is owned, controlled or licensed by or to LD and is protected by applicable U.S. and foreign copyright, patent, and trademark laws, including various other intellectual property rights and unfair competition laws. Certain other words and symbols used to identify the source of third-party goods and services are trademarks of their respective owners. Display of any such trademarks or service marks on the Site does not imply that a license of any kind has been granted.

Except as expressly provided in these Terms, no part of the Site or its Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without LD’s prior written consent. Any unauthorized use, downloading, re-transmission, display, distribution or other copying, or modification of any copyrightable matter in the above and/or the Content on the Site is strictly prohibited, and may result in legal action against those engaging in such activities.

Use of Site

This Site contains information about LD’s products and services. You may view information and content on the Site, if available, for your personal use and retention. You may  communicate with LD through various contact forms. You understand and acknowledge that you are solely responsible for any actions you take in connection with your use of the Site, and any data, material, or information (“Data”) you share through the Site. You agree not to reproduce, transmit, disseminate, broadcast, circulate, republish, duplicate, sell, modify, upload, post, or otherwise distribute or commercially exploit the Site, or any portion of the content of the Site, in any way without LD’s prior written consent.

You may not link to this Site without the permission of LD. You agree not to store, upload, or transmit to or via the Site any Data that: (a) infringes upon, or violates any copyright, patent, trademark, trade secret or other proprietary right; (b) is defamatory, libelous, or threatening; (c) is known by you to be false or inaccurate; or (d) violates any applicable law, treaty, or regulation. You agree you will neither upload nor transmit to the Site any Data containing any virus, worm, or other harmful feature. You agree not to interfere, in any way, with others’ use of the Site and you will not attempt to gain unauthorized access to any account, computer system, services or Data of another user or use this Site for any improper purpose.

In addition to the above, you are prohibited from: (a) engaging in any act where you know, or have reason to know, that such act may disrupt the Site’s functionality; (b) translating, decompiling, reverse engineering, or otherwise attempting to obtain access to source code of any software located on the Site (the “Software”); or (c) using the Site in any way that violates local, state, federal, or international law. Without limiting the foregoing, certain software may be subject to export controls imposed by the U.S. and may not be downloaded or otherwise exported or re-exported to (a) a country subject to U.S. embargo (or otherwise shared or sent to any national or resident of that country); (b) any person listed on the Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals (“SDN”) list; or (c) any person, entity or country mentioned under the U.S. Commerce Department’s Table of Denial Orders. If you use the software, you represent and warrant that you are not on any of the above-referenced lists or otherwise located in, or subject to the control of, any such country on any of the foregoing lists.

Components of the Site are available to persons who completed LD’s account setup requirements and accepted the terms related to the LD application. However, LD reserves the right to determine your eligibility to the application and use of this Site and as such, you may not be eligible for some or all of the components of this Site.

You may use information available to you on this Site, provided that you: (a) do not remove any proprietary or legal notice language in such documents; (b) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any medium; (c) make no modifications to such information; (d) do not make any additional representations or warranties to any party in connection with your use of such documents; and, (e) adhere to the Terms hereunder.

Components of this Site and the application, as applicable, may only be offered in certain jurisdictions where they may be legally offered by LD in its sole discretion. The Site is not intended for distribution to, or use by, any person in any jurisdiction or country where such distribution or use would be restricted, prohibited, or otherwise contrary to law or regulation.

Use of Your Information

By accessing the Site, you understand and agree that LD or its Affiliate may collect and retain certain information about you or your device and use that information to provide access to the application and services, perform certain obligations, for identity verification and fraud avoidance, or for other purposes, in accordance with LD’s policies or as may be required by applicable law.  The term “Affiliate” means the parent company of LD, and any present or future company that controls, is controlled by, or is under common control with LD.

The type of information LD or its Affiliate may collect, retain and use includes, but is not limited to, your name, address, phone number, email address, payment information, dispute information, communications and the IP address of the computers(s) and device(s) you use to access the Site.

The information may be stored in the United States or other countries and is protected in accordance with LD’s information security standards. Please see our privacy policy here.

You agree that LD or its Affiliate may send you email messages to the email address you have provided. If you have provided us with a phone number, you agree that LD or its Affiliate may use automatic telephone dialing systems (auto-dialers) to call or text you and leave artificial and pre-recorded messages at the phone number you have provided, even if it is a cell phone number.

See our Privacy Policy, which is incorporated by reference, for how we treat your data. You represent that you are the owner of the mobile phone number or have the delegated legal authority to act on behalf of the mobile subscriber to provide this consent.

By using the Site, you acknowledge and agree that LD or its Affiliate may place cookies on the computer(s) or device(s) you use to access the Site. Cookies help us confirm your identity and help us keep your transactions secure when you use the Site. We also use cookies for various purposes, such as maintaining continuity during an online session, gathering data about your use of the Site and other websites, or optimizing the performance of the Site.

If you do not agree with how we may use your information gathered by use of this Site, you may revoke your consent at any time by discontinuing your use of the Site and informing LD at: support@lastdemand.com

Arbitration and Jury Trial Waiver

A. Jury trial waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT ARISING OUT OF OR RELATED TO THIS AGREEMENT.  THIS JURY TRIAL WAIVER SHALL NOT AFFECT THE ARBITRATION PROVISION BELOW (INCLUDING THE JURY TRIAL WAIVER CONTAINED THEREIN). YOU AND WE EACH REPRESENT THAT THIS WAIVER IS GIVEN KNOWINGLY, WILLINGLY AND VOLUNTARILY.

B. Notice and cure

Prior to bringing a lawsuit or initiating an arbitration that asserts a claim arising out of or related to this Agreement (as further defined below, a “Claim”), the party asserting the Claim (the “Claimant”) shall give the other party (the “Defendant”) written notice of the Claim (a “Claim Notice”) and a reasonable opportunity, not less than 30 days from the date the Claim Notice was received, to resolve the Claim. Any Claim Notice to you shall be sent in

writing, via certified mail, return receipt requested,  to the last known address we have in our records (or any updated address you subsequently provide to us).  Any Claim Notice to us shall be sent by certified mail, return receipt requested, to  Last Demand, Inc., located at:  5230 Las Virgenes Rd., Suite 210, Calabasas, CA 91302.  Any Claim Notice you send must provide your name, address and any other information to aid in identifying you. Any Claim Notice must explain the nature of the Claim and the relief that is demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party. No third party, other than a lawyer you have personally retained, may submit a Claim Notice on your behalf. The Claimant must reasonably cooperate in providing any information about the Claim that the other party reasonably requests to provide in order to evaluate the claim.

C. Arbitration provision

READ THIS ARBITRATION PROVISION CAREFULLY. IF YOU DO NOT REJECT THIS ARBITRATION PROVISION IN ACCORDANCE WITH PARAGRAPH C.1. BELOW, IT WILL BE PART OF THIS AGREEMENT AND WILL HAVE A SUBSTANTIAL IMPACT ON THE WAY YOU OR WE WILL RESOLVE ANY CLAIM WHICH YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE FUTURE.

1. Your Right to Reject: If you don’t want this Arbitration Provision (and any prior arbitration agreement between you and us (“Prior Arbitration Agreement”)) to apply, you may reject it by mailing us a written rejection notice which includes your name and contains a statement that you (both of you, if more than one) reject the Arbitration Provision of this Agreement. The rejection notice must be sent to us at by certified mail, return receipt requested to Last Demand, Inc., located at: 5230 Las Virgenes Rd., Suite 210, Calabasas, CA 91302.  A rejection notice is only effective if it is signed by you (all of you, if more than one) and if we receive it within thirty (30) calendar days after the date we first provide you with these Terms.  Your rejection of this Arbitration Provision will not affect any other provision of this Agreement.

2. Parties Subject to Arbitration: As used in this Arbitration Provision, the terms “we,” “us” and “our” mean (a) Last Demand, Inc. (“LD”), our employees any parent, subsidiary or affiliate of the LD, any entity on whose behalf LD was acting or may have acted with respect to you, and all of their officers and directors of such companies (the “Parties”); and (b) any other person or company that provides any services in connection with this Agreement and all of the officers and directors of such companies if you assert a Claim that involves or concerns such entities or persons or if you assert a claim against such other person or entity or company at the same time you assert a Claim against LD.

3. Covered Claims: “Claim” means any claim, dispute or controversy between you and us, or against any entity on whose behalf LD was acting or may have acted with respect to you, or any entity on whose behalf LD was acting or may have acted with respect to you, that in any way arises from or relates to this Agreement, any prior agreement or LD’s services for Subscriber(s) of any kind. “Claim” includes disputes arising from actions or omissions prior to the date of this Agreement. “Claim” has the broadest possible meaning, and includes initial claims of any kind, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, any statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). “Claim” does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7, the last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide.

4. Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by giving a written demand for arbitration to the other party, sent via certified mail or by personal delivery. We will not demand to arbitrate an individual Claim that you bring against us in small claims court or your state’s equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration.

5. Choosing the Administrator: “Administrator” means the American Arbitration Association (“AAA”), 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org; or any other company selected by mutual agreement of the parties. If AAA cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. The arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator. However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of experience. You may select the Administrator if you give us written notice of your selection with your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim, within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action Waiver.

6. Court and Jury Trials Prohibited; Other Limitations on Legal Rights: IF YOU OR WE ELECT TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN INFORMATION FROM US IS MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

7. Prohibition Against Certain Proceedings: IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1) NEITHER YOU NOR WE MAY PARTICIPATE IN A CLASS ACTION IN COURT OR IN CLASS-WIDE ARBITRATION, EITHER AS A PLAINTIFF, DEFENDANT OR CLASS MEMBER; (2) NEITHER YOU NOR WE MAY ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4) THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION.

8. Location and Costs of Arbitration: Any arbitration hearing that you attend must take place at a location reasonably convenient to you, within a 50-mile radius, maximum, unless there is no arbitration location within that radius. The parties shall share in the costs and all fees of the Administrator and/or the arbitrator and LD we will pay for such fees and costs, only if applicable law requires us to, if you prevail in the arbitration, or if we must bear such fees in order for this Arbitration Provision to be enforced.  If you demand an arbitration, we will pay your reasonable attorneys’ and experts’ fees if you prevail and only if we must bear such fees in order for this Arbitration Provision to be enforced.  Also, we will bear any fees if applicable law requires us to.

9. Governing Law: This Arbitration Provision involves interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”), and not by any state arbitration law. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. The arbitrator may award any remedy provided by the substantive law that would apply if the action were pending in court (including, without limitation, punitive damages, which shall be governed by the Constitutional standards employed by the courts). At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award.

10. Right to Discovery: In addition to the parties’ rights to obtain discovery pursuant to the arbitration rules of the Administrator, either party may submit a written request to the arbitrator to expand the scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator shall have discretion to grant or deny that request.

11. Arbitration Result and Right of Appeal: Judgment upon the arbitrator’s award may be entered by any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA. However, if the amount of the Claim exceeds $50,000 or involves a request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $50,000, any party can, within 30 days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. The panel shall reconsider anew any aspect of the initial award requested by the appealing party. The decision of the panel shall be by majority vote. Reference in this Arbitration Provision to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal will be borne in accordance with Paragraph C.8. above.

12. Rules of Interpretation: This Arbitration Provision shall survive the repayment of all amounts owed under this Agreement, the closing of the Account, any legal proceeding and any bankruptcy to the extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between this Arbitration Provision, on the one hand, and the applicable arbitration rules or the other provisions of this Agreement, on the other hand, this Arbitration Provision shall govern. This Arbitration Provision replaces any Prior Arbitration Agreement.

13. Severability: If any portion of this Arbitration Provision, other than the Class Action Waiver, is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. If a determination is made that the Class Action Waiver is unenforceable, only this sentence of the Arbitration Agreement will remain in force and the remaining provisions shall be null and void, provided that the determination concerning the Class Action Waiver shall be subject to appeal.

Site Confidentiality and Security

Some features offered through this Site may require you to verify your identity, create a user profile (including setting up a username and password), and agree to different terms. You are solely responsible for maintaining confidentiality of your information, including your password, for any and all activity on this Site. You further agree to establish commercially reasonable security procedures and controls to protect your confidential information. You agree to notify LD immediately of any unauthorized use, or any other breach of security, any suspected ID theft incident, including suspected or actual account “phishing” incidents. You understand that you may be held liable for losses incurred by LD or any other user of or visitor of the Site due to an unauthorized party using your login information, password and the like. You agree not to use anyone else’s name, password, or information. You acknowledge that LD is not liable for any loss or damage arising from your failure to comply with these obligations. Please do not send or otherwise transmit confidential information to us over the Internet, or request that we transmit confidential information to you. LD will not be responsible or in any way liable for any losses or damages you may incur as the result of such communication that may occur over the Internet.

Electronic Mail

E-mail transmissions are not always secure. LD directs that you do not electronically transmit or otherwise send sensitive information, such as account numbers, passwords, and financial information to LD or otherwise request such information via e-mail.

Third-Party Links and Advertisements

You understand and acknowledge that LD may, from time to time, provide links to third-party websites. You agree that LD is not responsible for any content related to such links or sites, including any products, services, privacy policies or other materials accessed through such third-party links or websites. The display of any website link does not imply endorsement by LD of the linked site or any content found on such site.

IN NO EVENT SHALL LD BE LIABLE, DIRECTLY OR INDIRECTLY, TO YOU OR TO ANY PARTY FOR ANY DAMAGE OR LOSS ARISING FROM, OR RELATING TO, ANY USE, CONTINUED USE OR RELIANCE ON ANY LINKED THIRD-PARTY SITE OR ANY OTHER LINK FOUND ON SUCH LINKED SITE. IN NO EVENT SHALL LD BE LIABLE, DIRECTLY OR INDIRECTLY, TO YOU OR TO ANY PARTY FOR ANY VIOLATION OF LAW OR RESULTING DAMAGES, ATTORNEY FEES, LOSS OR THE LIKE ARISING FROM, OR RELATING TO, THIRD-PARTY SITES OR INFORMATION PROVIDED BY THIRD-PARTY SITE OWNERS AND/OR OPERATORS.

Children Online Privacy Protection Act

This Site will not, and does not intend to, market any LD products or related services to children. LD does not knowingly gather or solicit data from children through the Site, and by using the Site you represent that you are an adult who is at least 18 years of age.

Modification or Discontinuance of Certain Products or Services

You understand that, at any time and without notice to you, and for any reason whatsoever, LD may modify or discontinue all or any part of LD products and/or services including but not limited to this Site. You acknowledge that LD shall in no way be held liable for any consequence resulting from LD’s decision to modify or discontinue providing all or any part of LD’s products and/or services.

Disclaimers

LD DOES NOT PROMISE THAT THE SITE OR ANY PART THEREOF WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. LD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, QUALITY, ADEQUACY OR CONTENT OF ANY INFORMATION OR TOOL ON THE SITE OR ANY OTHER WEBPAGE OR WEBSITE LINKED OR REFERENCED ON THE SITE, NOR DOES LD MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY OTHER WEBPAGE OR WEBSITE LINKED OR REFERENCED ON THE SITE. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. LD CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. LD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT. LD DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY LD SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST LD FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. LD reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

LD WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS OR PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY USE OR MISUSE OF THE SITE OR ANY OTHER WEBPAGE OR WEBSITE LINKED OR REFERENCED ON THE SITE, OR RELIANCE ON THE INFORMATION, DOCUMENTS, SOFTWARE OR CONTENT HEREOF OR THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH ARE REASONABLY FORSEEABLE.

Indemnification

You agree to defend, indemnify and hold harmless LD, its subsidiaries, affiliates, officers, agents, representatives, officers and employees against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including reasonable attorneys’ fees, disbursements, and court costs) arising from or in connection with your use of LD’s products and services including but not limited to, use of this Site and LD’s application, your violation of these Terms, or your violation of any rights of any third party.

Governing Law

The laws of the State of California will govern these Terms, without giving effect to any conflicts of laws principles. Subject to the arbitration provisions above, you agree that any action arising out of the Terms, or your use of LD products and/or services including but not limited to the Site, shall be brought in state or federal court in Los Angeles County, California, and you consent to the jurisdiction of such courts.

Third-Party Information; Communications with Subscriber(s)

LD assumes no responsibility and disclaims any and all liability with regard to information and communications. Information and communications from LD or third parties do not constitute an endorsement or a recommendation. You authorize LD and its agents to access third party sites designated by you or on your behalf, to retrieve information requested by you, and you appoint LD and its agents as your agent for this limited purpose. Each time you enter your account login information, you are permitting LD and its agents to process your request(s) and use information submitted by you to accomplish your request(s).

Miscellaneous

You may not assign or otherwise transfer these Terms or any rights or obligations under these Terms. LD’s failure to act on any breach of any provision of these Terms shall not be construed as a waiver of the enforcement of any provision unless LD agrees to such waiver in writing.

If any part of these Terms is deemed unlawful, void, or unenforceable, and to the extent feasible, that part will be deemed severable and will not affect the validity or enforceability of remaining provisions. These Terms set forth the entire understanding between you and LD with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and LD with respect to such subject matter.