Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE AGREEING TO THIS. 

THESE TERMS AND CONDITIONS OF SERVICE, AS MAY BE MODIFIED OR AMENDED FROM TIME TO TIME ("TERMS OF USE") ARE A BINDING CONTRACT BETWEEN BDO USA, LLP ("BDO") AND YOU ("YOU"). FOR PURPOSES OF THESE TERMS AND CONDITIONS, THE TERMS OF USE "WE," "US" AND OUR WILL MEAN BDO, UNLESS THE CONTEXT INDICATES OTHERWISE.

Acceptance of Terms of Use 
This BDO portal is offered to you conditioned upon your acceptance of the terms, conditions, and notices contained herein.  BY ACCESSING THE PORTAL, CREATING OR CONTRIBUTING INFORMATION TO ANY BLOG HOSTED ON THE PORTAL OR USING ANY INFORMATION, DOCUMENTS, MATERIALS OR SERVICES OR COPIES THEREOF, (COLLECTIVELY, THE "PORTAL CONTENT"), YOU AGREE TO BECOME BOUND BY THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO THE PRIVACY POLICY.  IF YOU DO NOT AGREE TO ALL THE TERMS OF USE, THEN YOU MAY NOT ACCESS THE PORTAL OR USE THE PORTAL CONTENT. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE THE PORTAL, IN WHICH CASE YOU SHOULD IMMEDIATELY EXIT THE PORTAL AND CEASE USING THE PORTAL. IF YOU ARE USING THE PORTAL ON BEHALF OF ANY ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO ACCEPT THESE TERMS OF USE.  BDO'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR AGREEMENT TO ALL OF THESE TERMS OF USE WITHOUT MODIFICATION. 

Description of Service 
This BDO portal provides authorized users with access to information, documents, and communications and other services to which authorized users have subscribed, are provided as a convenient resource to users and may be used for informational purposes only. The information contained on this site should NOT be used as a substitute for consultation with professional accounting, tax, legal, or other competent advisors. You further agree that the portal content is to be used solely by you and your firm subject to your own professional judgment and in compliance with any agreement in place between you and BDO.  If you are a client of BDO, then any agreement in place between you and BDO shall take precedence over any conflicting or overlapping terms in these terms and conditions, except as otherwise set forth herein. You must be at least 18 years old to use this BDO portal.

Availability 
You acknowledge and agree that BDO may in its sole discretion cease offering the portal or any portion thereof, or block access to the portal or any portion thereof, at any time and may impose restrictions on use of the portal, without notice or liability.  You should retain copies of any documents or other content you post to the portal.  BDO cannot and does not guarantee that you will be able to access or use all or any of the portal features at all times, and cannot and does not guarantee, represent or warrant that access to or use of the portal will be uninterrupted or error-free, or that the portal or server on which it is housed is free from viruses or other harmful components.  BDO shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the portal.   

Registration
To use the portal, You must first complete the registration process to create an account with a user name and password (the "Account"). You agree to provide accurate, current and complete information during the registration process and when using the portal. You also agree that You will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness. If You provide any information that is inaccurate, not current, or incomplete or We have reasonable ground to suspect that such information is inaccurate, not current, or incomplete, We have the right to suspend or terminate Your Account and refuse any and all current or future use of the portal (or any portion thereof).

User Password and Security 
Using the portal and its related services requires the use of a password and a user name. The confidentiality of your password and Account is your responsibility. Any activities that occur under your account are your responsibility and You authorize BDO to accept any use of the portal through Your Account as being used by You or someone authorized to act for You. You agree to be liable for any transactions associated with Your Account. You agree that We can rely upon the contact and other information that is supplied to Us using Your Account and that We will rely upon such information. You agree to (a) notify us immediately of any unauthorized use of your Account or any other breach of security and (b) ensure that You exit from Your Account at the end of each session. It is prohibited to use another account without the express permission of that Account holder.  You shall notify BDO of any users whose access should be eliminated and at such time you shall change the password. BDO will use commercially reasonable efforts to secure the portal against unauthorized access.  However, you acknowledge and understand that a fail safe security system does not exist. For this reason, please refrain from posting content to the portal that contains personally identifiable information. You agree and acknowledge that Your Account is non-transferable and non-assignable. We cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section.

Accuracy of Content and Liability Disclaimer - You understand and agree that BDO does not warrant the accuracy of the information on the portal and is under no obligation to update the information on the portal, and neither BDO nor its suppliers make any representation or warranty, express or implied, about the security, sustainability, reliability, availability, timeliness, and accuracy of the portal or information, software, documents, and communications contained on the portal for any purpose. To the maximum extent permitted by applicable law, the portal and all such information, software, documents, and communications are provided “as is” without warranty or condition of any kind. BDO, and its suppliers, hereby disclaim all warranties and conditions with regard to the portal and such information, software, documents, and communications, including without limitation, all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement. To the maximum extent permitted by applicable law, in no event shall BDO, or its suppliers, be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any other damages whatsoever, including without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with your use or the performance of the portal, with the delay or inability to use the portal or related services, or the portal’s contents or security whether based in contract, tort, negligence, strict liability, or otherwise, even if BDO or its suppliers has been advised of the possibility of damages. Certain states do not permit these types of limitations, so the above limitations may not apply to you. 

Given the changing nature of federal and state laws and the inherent hazards of electronic communication, there may be delays, omissions, or inaccuracies in information contained in this site. 

If you are dissatisfied with any portion of the portal, information, documents, or communications on the portal, or with any of these terms and conditions of use, your sole and exclusive remedy is to cease using the portal and the information, documents, or communications you obtained from the portal. 


SPECIFICALLY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE AS TO THE OPERATION OF THE SITE OR THE INFORMATION OR CONTENT AVAILABLE THROUGH THE SITE.

B. WE MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

E. ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR ANYONE ELSE. WE DO NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND ON THE SITE AND, THEREFORE, WE SPECIFICALLY DISCLAIM ANY LIABILITY WITH REGARD TO THE SITE AND ANY OTHER ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SITE.

Icons, Logos, and Other Proprietary Material 
The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the portal are registered and common law trademarks of BDO. Nothing contained on the portal should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks displayed on the portal without BDO’s written permission. Your use of any of the Trademarks displayed on the portal or displayed on any content on the portal is strictly prohibited. You should assume that everything you see or read on the portal is copyrighted and is a trade secret and may not be used except as provided in these terms and conditions of use or in the text on the portal without the written permission of this firm or its suppliers. 

Changes to Terms and Conditions of Use 
BDO reserves the right to modify the terms, conditions, and notices under which the portal is offered, including the availability of any portion of the content at any time, without notice or liability. Your continued use of BDO’s portal after the posting of any amended terms and conditions shall constitute your agreement to be bound by any such changes. To update the Terms of Use, BDO may post both the changed version and its effective date on the portal. It is your responsibility to check back regularly to review these Terms of Use and any updates thereto. In addition, when using particular services, you are subject to any posted guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms of Use. 

Privacy policy
For more information, please see our full Privacy Statement, which is a part of and incorporated into these Terms of Use.

Posting Content
You are entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") that You upload, post, email or otherwise transmit via the portal. We do not claim ownership of the Content You upload, post, email or otherwise transmit via the portal unless otherwise specified. However, by posting, uploading, inputting, providing or submitting Content, You are granting Us, our affiliated companies and our designees, necessary sublicensees and successors and assigns a nonexclusive, worldwide, unrestricted, royalty free, fully-paid, transferable, assignable, perpetual, non-revocable license to use for any purposes in whole or in part Your Content in connection with the operation of the portal, including, without limitation, the rights to copy, create, modify, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat Your Content and to publish Your name in connection with Your Content and to incorporate it in other works in any form, media or technology now known or later developed for any purpose whatsoever, without compensation to You. You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any Content violates the rights of third- parties; or (d) protect the rights, property, or personal safety of any Us, our agents and employees, our users and the public. You understand that the technical processing and transmission of the portal, including Your Content, may involve (x) transmissions over various networks; and (y) changes to conform and adapt to technical requirements of connecting networks or devices.

Confidentiality, Information Protection, and Protection of Data 
Notwithstanding any existing legal or contractual obligations regarding confidentiality between you and BDO, you undertake to treat all knowledge relating to business secrets, which come into your possession, as confidential. You shall assure that any protected data, which comes into your possession through the use of the portal, is not transmitted to any unauthorized person. You shall notify BDO of any documents or communications that require password protection if all individuals with access to your portal should not have access to such information.  In partial consideration of the opportunity to access the resources of the portal concerning your account, you agree to maintain the strict confidentiality of access of the portal and its data to you and your authorized employees and to indemnify and hold harmless BDO and its officers, partners, and employees and their heirs, successors, and assigns from and against any and all claims, actions, demands, losses, damages, judgments, costs, and expenses, including without limitation, reasonable attorneys’ fees and liabilities of every kind that may arise from your or your employees’ use of the portal or because of violation of these terms and conditions of use.  

No Unlawful or Prohibited Use 
You agree not to upload, post, email, or otherwise transmit through the portal any Content or any other materials whatsoever that are or could appear to be: (a) untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive to another person's privacy or protected data, hateful, pornographic, profane, or racially, ethnically or otherwise objectionable; (b) infringing or alleged to be infringing upon a third party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any Content that is the subject of any third party claim of infringement; (c) of a type that You do not have a right to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information; (d) unsolicited, undisclosed or unauthorized advertising; (e) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) data or information obtained through access that was not authorized by the owner of the data or information, or with respect to which such posting would constitute unauthorized use; or (g) in violation of any applicable local, state, national or international law, regulation, or statute (including export laws). You are prohibited from using the portal for any purpose that is unlawful or prohibited by these terms, conditions or notices.  Further, you are prohibited from using the portal to damage, disable, or overburden BDO’s servers or network or impair the portal or interfere with any other party’s use of the portal. Hacking, password mining, or any other means to gain unauthorized access to the portal, portal accounts, computers, or network is prohibited. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited. BDO will fully cooperate with any law enforcement authorities or court order requesting or directing this firm to disclose the identity of anyone posting any such information and materials. This firm is an equal opportunity employer and values the diversity of its people.

Prohibited Conduct
You agree not to do, or attempt to do, any of the following: (a) access or use the portal in any way that violates or is not in full compliance with any applicable local, state, national or international law, regulation, or statute (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by Us), or other than in full compliance with these Terms of Use; (b) access, tamper with, or use the portal in a manner not authorized; (c) "stalk" or otherwise harass another user of the portal; (d) alter information obtained from or available through the portal; (e) tamper with postings, registration information, profiles, submissions or Content of other users; (f) use any robot, spider, scraper or other automated means or interface not provided by Us to access the portal; (g) extract data or gather or use information available through the portal though any means not intentionally made available or provided for through the portal; (h) transmit any unsolicited advertising, "junk mail," "spam," or "chain letters;" (g) advertise or offer to sell or buy any goods or services except as expressly permitted by a specific area of the portal; (h) frame any part of the portal, or link to the portal, or otherwise make it look like You have a relationship to Us or that We have endorsed You or Your Content for any purpose except as expressly permitted in writing by BDO; (i) impersonate or misrepresent Your affiliation with any person or entity; (j) manipulate identifiers in order to disguise the origin of Content transmitted through the portal; (k) reverse engineer any aspect of the portal or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, Content or code of the portal (except as otherwise expressly permitted by law); (l) send to or otherwise impact Us or the portal (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware," or other code that could adversely impact the portal or any recipient; or (m) interfere with or disrupt the portal or server or network connected to the portal, take any action that might impose a significant burden (as determined by Us) on the portal's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the portal. 

Links to Third Party Sites; Dealings with Merchants 
This portal website may contain links to other websites (“Linked Sites”). The Linked Sites are not under BDO’s control and BDO is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. BDO is not responsible for webcasting or any other form of transmission received from any Linked Site. BDO is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by BDO of the site or any association with its operators.  Advertisements, offers, or links to other websites and resources of third parties that We do not control may be found on or through the portal. Such advertisements and information may or may not be or remain wholly accurate. You acknowledge and agree that We are not responsible or liable for (i) the availability or accuracy of such Linked Sites or resources; or (ii) the Content, advertising, or products or services on or available from such Linked Sites or resources. The inclusion of any link through the site does not imply that We endorse the Linked Site. You use the links at Your own risk. Our Privacy Policy is applicable only when You are using the portal. Once You choose to link to another website, You should read and understand that website's privacy statement before disclosing any personal information as such website’s privacy statement governs your personal information outside of this portal.

Your correspondence or business dealings with, or participation in promotions of, third party merchants or advertisers that are found on or through the portal or which provide links on or through the portal, including, for example, "click to purchase" and other similar programs, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such merchant or advertiser. You waive any claim against Us and agree to hold Us harmless from any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on or through the portal.

Your Responsibility 
You must at your own cost: (a) provide for your own access to the internet and pay any service fees, telephone charges and online service usage associated with such access, and (b) provide all equipment necessary for you to make such connection to this portal, including a computer and modem.  

No Resale of Portal
Unless otherwise specified, You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the site, use of the site, or access to the site.

Public Forums and Communications
You acknowledge that Public Forums (as defined below) are for public and not private communications, and you have no expectation of privacy with regard to any submission to a Public Forum.  As used herein, “Public Forum” means an area, website or feature offered as part of the portal that offers the opportunity for users to distribute submissions for viewing by one or more portal users, including a chat area, message board, instant messaging, mobile messaging, social community environment, profile page, conversation page, blog or e-mail function.  BDO cannot guarantee the security of any information you disclose through any of these media and you make such disclosures at your own risk.  You are and shall remain solely responsible for any submissions you make or distribute on or through the portal under your username or otherwise by you in a Public Forum.  In addition, you acknowledge and agree that the use of any submission posted in a Public Forum is at your own risk.  BDO is not responsible for, and BDO does not endorse, the opinions, advice or recommendations posted or sent by users in a Public Forum and BDO specifically disclaims any and all liability in connection therewith.

Monitoring of Content
We are under no obligation to restrict or monitor Content in any way. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE DO NOTREGULARLY MONITOR THE ACCURACY, RELIABILITY, OR QUALITY OF CONTENT. Notwithstanding the foregoing, We reserve the right to modify or remove any Content at any time. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including other users, are those of the respective author(s) or distributor (s) and not Ours. We do not endorse and are not responsible for the accuracy, reliability, or quality of any opinion, advice, information, or statement made through the site. You understand that by using the site, You may be exposed to Content that is offensive, indecent, or objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will We be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, or otherwise transmitted via the site.

Indemnification
As a condition of Your access to and use of the service, You agree to hold Us and Our directors, officers, parters, employees, agents, attorneys, subsidiaries, affiliates, independent contractors, advertisers, partners, co-branders and sublicensees and each of their respective successors and assigns harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including but not limited to attorneys' fees and expenses, relating to any claim arising out of or related to: (i) Your access to and use of the site and the Content therein; (ii) Your violation of these Terms of Use, the Privacy Policy, any applicable law or the rights of another person or party; (iii) any dispute You have or claim to have with one or more users of the site; (iv) Our resolution (if any) of any dispute You have or claim to have with one or more users of the site; (v) Your improper authorization for Us to collect, use, or disclose any data or Content provided by You; and (vi) any disclosures made with Your permission (including, without limitation, Your consent that We disclose Your personal information and other information collected as set forth in our Privacy Policy). Furthermore, You fully understand and agree that: (a) We will have the right but not the obligation to resolve disputes between users relating to the site and Our resolution of a particular dispute does not a create an obligation to resolve any other dispute; and (b) Our resolution of a dispute will be final with respect to the site.


EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
NOTHWITHSTANDING ANY PROVISION OF THESE TERMS AND CONDITIONS, IN NO EVENT SHALL BDO OR ANY OF ITS PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THIS SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO BDO DIRECTLY IN EXCHANGE FOR YOUR USE OF THIS SITE.

Special Admonitions for International Use
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

IRS Circular 230 Disclosure 
As required by IRS rules, BDO informs you that any tax advice contained in communication (including any attachments) using the portal was not intended or written to be used, and cannot be used, for the purpose of avoiding tax-related penalties or promoting, marketing or recommending to another party any tax related matters addressed in this communication. 

Miscellaneous 
This is the entire agreement between you and BDO regarding the subject matter hereof.  If any provision or part thereof of any of these terms and conditions is held to be illegal, invalid or unenforceable, the remaining provisions and portions thereof shall not be affected and the terms and conditions will be deemed amended to the extent necessary to make it legal, valid and enforceable. You agree that all of Your transactions with or through the site may, at our option, be conducted electronically from start to finish. If We decide to proceed non-electronically, those transactions will still be governed by the remainder of these Terms unless You enter into different terms on a form provided by Us. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Use. Neither You nor We intends that any third party will be a beneficiary of or entitled to rely on any part of these Terms of Use. These terms and conditions are made and entered into in the State of New York and are to be governed by and construed in accordance with the laws of the State of New York, notwithstanding conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New York, USA.

Acceptance 
You agree that all of Terms of Use set forth herein are fair and reasonable.  By clicking on "I Agree" you agree to be bound by these Terms of Use.