Welcome to Enterprise by Obsidian.

The following terms and conditions of the offered service (the "Terms and Conditions"), govern your access to and use of the Enterprise by Obsidian services (the “Services”) offered by the House of Obsidian LLC (“we”, the “Company”, “us”). Users of the Services will be referred to as the “Partner”, “you” or “user(s)”.

Please read the Terms and Conditions carefully before you contract our Services. By using the Services, you accept and agree, on behalf of yourself or on behalf of the Partner or any other entity (if applicable), to be bound and abide by these Terms and Conditions. You further acknowledge to have read and understood our Privacy Policy, found here.

The Services are offered and available to users who are at least 18 years of age and of legal age to form a binding contract. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not make use of any of the offered Services.

The original language of these Terms and Conditions, as well as of all other texts present on the Company’s webpage(s), is English. In case of conflicts between the original English version and any translation provided by you or us, the English version shall prevail.

If you do not want to agree to these Terms and Conditions or the Privacy Policy, you must not access the Company’s webpage(s) or use any of our Services. For more detailed policies surrounding the offered Services, please access the designated articles herein.

You also understand and agree that if you use the Services after the date on which the Terms and Conditions have changed, we will treat your continued use as acceptance of the updated Terms and Conditions.

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I.           Definitions

a. Company: the House of Obsidian LLC (“we”), with company number 001279460.

b. Partner: any undertaking, individual or group of individuals (“user(s)”, “you”) who agrees to contract the Services of the Company.

c. Affiliate: the party that in any way or form has a tie, whether it is contractual or not, in writing or verbal, with the Partner and that is the subject of the KYC Service of this Agreement.

d. Terms and Conditions: the entirety of terms and conditions, as specified in this document.

e. Funds: the liquid balance, whether valued in legal tender, or its equivalent in cryptographic tokens, non-fungible tokens or other classes of digital assets, to which at least one of the undersigned parties has limited or complete access, either through direct control of the wallet or through access to the private keys of the wallet containing the Funds.

f.  Recovered Funds: all Funds that are recovered by the Company as a result of a shutdown procedure or as a result of a successful investigation following a discovered Theft of Funds.

g. Third party: any individual or legal person that is not a party to the terms and conditions of this document.

h. Theft of Funds: any malicious removal, misappropriation or fraudulent removal of available liquid balances, whether expressed in legal tender, stable assets, cryptographic tokens, non-fungible tokens or other classes of digital assets, that is carried out by the undersigned party or individuals acting on its behalf.

II.          Eligibility

By using the Company’s Services, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into an agreement, and agree to be legally bound by the Terms and Conditions in their entirety.

The Company’s Services are open to all eligible persons with whom the Company decides to contract. All discrimination on the basis of gender, race, age, religious affiliation, sexual orientation or otherwise is strictly against our policy.

III.        Nature of the Service

The Enterprise by Obsidian Service constitutes a KYC Service that offers a limited KYC Service that consists of specific elements – as detailed in the Partner Agreement – that have been selected by the Partner.

The Company agrees to conduct the requested KYC Services on behalf of the Partner, without giving the Partner or the KYC’d individuals the right to carry “Verified by Obsidian” status or other reserved statuses.

IV.        Applicable Regulation

You understand and agree that your conduct in connection with the Company and your use of the Company’s services is subject to the laws, regulations and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”) such as, but not limited to: Money Service Business (“MSB”) regulations under the Financial Crimes Enforcement Network (“FinCEN”); State money transmission laws; Laws, regulations, and rules of relevant tax authorities; Applicable regulations and guidance set forth by FinCEN; The Bank Secrecy Act of 1970 (“BSA”); The USA PATRIOT Act of 2001 (“Patriot Act”); AML/CTF provisions as mandated by U.S. federal law and any other rules and regulations regarding AML/CTF; Issuances from the Office of Foreign Assets Control (“OFAC”) from time to time. The National Futures Association (“NFA”); The Financial Industry Regulatory Authority (“FINRA”); and The Commodity Exchange Act (“CEA”), as and if applicable.

You agree and understand that by using the Company’s services in any capacity in connection with the Partner you agree to act in compliance with and be legally bound by these Terms and Conditions, as well as by the Applicable Laws and Regulations. For the avoidance of doubt, you understand and agree that the Company’s continued provision of services in connection with the Partner is conditioned on your continued adherence at all times to these Terms and Conditions and all Applicable Laws and Regulations.

BY USING THE COMPANY’S SERVICES, YOU HEREBY AUTHORIZE THE COMPANY AND ANY THIRD PARTY SERVICE PROVIDER(S) THAT THE COMPANY MAY CHOOSE IN ITS ABSOLUTE DISCRETION TO TAKE ANY MEASURES THAT THE COMPANY CONSIDERS NECESSARY TO VERIFY AND AUTHENTICATE YOUR IDENTITY AND THE VALIDITY OF THE PARTNER AND ANY PARTIES RELATED TO THE PARTNER, CONFIRM THE INFORMATION YOU SUBMIT ABOUT YOUR IDENTITY AND THE PARTNER, AND TO TAKE ANY ACTION THE COMPANY MAY DEEM NECESSARY BASED ON THE RESULTS, INCLUDING BUT NOT LIMITED TO PROVIDING INFORMATION SUBMITTED BY YOU REGARDING YOUR IDENTITY AND THE PARTNER TO THIRD PARTIES THAT THE COMPANY MAY WORK WITH IN CONNECTION WITH ANY ISSUES REGARDING YOUR ACTIONS, THE PARTNER, OR USE OF THE COMPANY SERVICES, WITHOUT LIMITATION (EXCEPT LIMITATIONS REQUIRED BY APPLICABLE LAW, IF ANY). 

The Company takes compliance very seriously and it is Company policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes in cooperation with competent authorities and third parties who are contracted to assist in this matter.

V.         Source of Funds

You agree, represent, and warrant that all Funds used in connection with the Company’s Services are not knowingly the direct or indirect proceeds of any criminal or fraudulent activity.

VI.        Assumption of Risk

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of risks associated with the Company’s Services for yourself. You agree and understand that you access and use the Company’s Services at your own risk.

VII.      Third Party Service Providers

You agree and understand that the Company may use third parties to carry out its obligations under this Agreement. You agree to grant third party providers used by the Company for the performance of its Services the right, power, and authority to access and transmit your data, activity, and personal and financial information in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies. The Company hereby undertakes to only share data that is essential to the provision of such third-party services.

You also agree and understand that the Company may use third parties to gather, review, and submit or facilitate submitting your data and activity from it to regulatory authorities when required by law. You agree to grant third party providers authority to access and submit your data, activity, and personal and financial information to regulatory authorities on behalf of the Company, and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

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VIII.    GENERAL PROVISIONS

1. Disclaimer of Warranties

For the avoidance of doubt, the Company is at no point during the provision of its services, such as, for example, during discussions on shutdown procedures, giving financial and/or investment advice, tax advice, legal advice, or other professional advice through the services it provides. Before engaging in any trading or investment or other regulated professional activity, you should always consult a qualified professional.

THE SERVICES THAT THE COMPANY PROVIDES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. THE COMPANY DOES NOT REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF SERVICES. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.

2. Disclaimer of Liability

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, NEITHER THE COMPANY OR ANY OF ITS THIRD PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THESE TERMS AND CONDITIONS, YOUR USE OR ATTEMPTED USE OF COMPANY SERVICES, THE PARTNER, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THESE TERMS AND CONDITIONS.

MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT DAMAGES OF ANY KIND (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THESE TERMS AND CONDITIONS, YOUR USE OR ATTEMPTED USE OF THE COMPANY’S SERVICES. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE COMPANY’S SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF ANY COMPANY PROVIDER OR CONTINGENCIES BEYOND OUR OR ANY COMPANY PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING COMPANY SERVICES. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF COMPANY SERVICES OR THE INFORMATION PROVIDED BY THE COMPANY OR IN CONNECTION WITH THE PARTNER. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. THE COMPANY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO COMPANY SERVICES.

IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THESE TERMS AND CONDITIONS OR THE USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION.

3. Reasonable Care

The Company agrees to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant to these Terms and Conditions, or such higher care where required by law or as specified by these Terms and Conditions. The Partner agrees that the Company cannot be held responsible for any failure or delay to act by any third party, or any other participant that is within the time limits permitted by these Terms and Conditions or prescribed by law, or that is caused by your negligence.

In addition, you agree and understand that any act or omission made by the Company or any company in reliance upon or in accordance with any relevant provision of the State of Tennessee, or a federal agency having jurisdiction over such party, shall constitute reasonable care and be commercially reasonable.

4. Applicable Law

These Terms and Conditions, your rights and obligations, and all actions contemplated by, arising out of or related to the Terms and Conditions or a User Agreement, shall be governed by the laws of the State of Tennessee, as if these are contracts wholly entered into and wholly performed within the State of Tennessee.

5. Public Communication

The Partner agrees that any communication to the public in relation to this Agreement, irrespective of its nature, is not authorized as to avoid any confusion with the Company’s “Verified by Obsidian” Service. Any use of the Company’s logo or other references that may imply a contractual connection to the Company is strictly forbidden and is subject to compensation for any damages that the Company may incur as a result of e.g. a wrongful representation of the facts to third parties.

In addition, the Partner also agrees that it may not communicate to the public that it has entered into the process of contracting the Company’s Service. The Partner also agrees that it may not publicly communicate that it envisions to contract the Company’s Service in a manner that may give the impression that the Partner has already entered into a contractual negotiation or relation with the Company or has already received the “Verified by Obsidian” status or any other reserved status.

The parties may derogate from the above provisions if they have explicitly agreed so otherwise in writing.

6. Confidentiality

You agree that any information you may receive from your cooperation with the Company may be highly sensitive and classified, even when not expressly stated by the Company. You therefore expressly agree to treat any such information with strict confidence, to only use the information you have come across during our cooperation for the strict purposes of executing this Agreement, to not disclose the information to third parties and to not copy or reproduce any confidential information without the express consent of the Company. This clause does not apply to information that is publicly and purposefully made available to the broader public.

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IX.        SPECIFIC PROVISIONS

1. Shutdown Procedure

This provision is only applicable if the Partner opts for the Company handling the shutdown procedure with the Partner’s Affiliate.

1.1.     Procedure

In case the Partner’s Affiliate decides to end its activity or to alter it in a way which is so severe that it can be considered as a termination of its initial activity, regardless of the reasons or the format of such a termination, the Affiliate agrees to duly notify the Partner, and the Partner agrees to duly notify the Company of the Affiliate’s decision within 5 business days.

In any case, the Affiliate agrees to refrain from any short notice action that does not give the Partner or Company at least 72 hours’ notice to communicate their positions on the shutdown decision.

The Affiliate agrees to present the Partner who will then relay to the Company with all relevant reasons as to why it has decided to terminate its activity, as well as to when it will terminate parts or the entirety of its activities, and which steps it aims to take to effectuate the termination. The Company undertakes to treat this information with confidentiality, so far as the reasons for termination do not constitute illicit activity. The Affiliate agrees to refrain from moving or using any of the Funds to which it has limited or complete access, without explicitly notifying the Partner who will then notify the Company of the reasoning behind such a procedure. Prior to receiving the position of the Company on the proposed course of action, the Affiliate agrees not to initiate any actions that include the moving of Funds to private, dead or burn wallets, or even to personal or business bank accounts.

In case the Affiliate is a legal entity and is terminating its activity as a result of a merger or acquisition by another legal entity, regardless of whether that new entity is also bound by these Terms and Conditions, the Afilliate will duly notify the Partner who will then duly notify the Company of this decision within 5 business days and provide it with all documentation as proof of the merger or acquisition. The Affiliate agrees not to facilitate access to, or transfer any Funds to the merging or acquiring entity, prior to notifying the Partner of its intent to do so. The Affiliate agrees not to effectuate any such transfers or access to the new entity prior to having received the position of the Company.

In case the Affiliate is not a legal entity but rather consists of a group of individuals, any decision by the Affiliate to join another Affiliate, project or entity, whatever its structure may be, the Affiliate will have to follow the regular shutdown procedure as detailed in the first two paragraphs of this provision, including within the same deadlines. In case the Affiliate fails to deliver apt evidence to the Partner who will then relay the information to the Company that any envisioned transfer or enabled access to the Funds does not constitute a theft of Funds via transfer to another entity, the Company reserves the right to release identifiable data to the public authorities for further investigation. In addition, the Company reserves the right to request the Affiliate to deliver identifiable information of at least one individual of the acquiring or merging entity if the Affiliate fails to deliver sufficient proof that the transfer does not constitute a theft of Funds.

1.2.     Claims of the Affiliate

The Affiliate agrees and understands that the Company, when assisting in the (re)allocation of Recovered Funds, can only take into consideration financial commitments and outstanding claims of the Affiliate if the latter can present substantial written proof to the Company, such as invoices or contracts. The assessment of the evidence will be subject to a complete evaluation of the particular circumstances and may be further substantiated with (phone) calls, transcripts, recordings, screenshots or other supporting elements. The Affiliate also agrees and understands that the assessment of the evidence remains entirely within the discretion of the Company.

The Affiliate also agrees that all individuals to which this Section applies are not entitled to claims of compensation for their contributions to the Affiliate’s development or deployment if this Affiliate has not met its base objectives as detailed in: (i) the whitepaper, (ii) public communications or (iii) other endorsed channels or methods used to inform investors and/or customers of the envisioned objectives. In case the Affiliate substantially alters its objectives throughout the course of its development or after its deployment, the Company will take into account the entirety of the circumstances to assess whether the objectives have been (partially) met. The Company also reserves the rights to make multiple assessments based on the various moments in which individuals invested during the seed rounds (if any), private (pre-)sales (if any), and public (pre-)sales.

1.3.     Service fee for Recovery

The Affiliate and the Partner agree that the Company is entitled to a 1.5% fee of the Recovered Funds for the sole purpose of covering its operational costs for assisting in the shutdown procedure, where in any case the fee cannot amount to less than 3,500 USD. In the event that the Recovered Funds amount to less than 3,500 USD, the operational costs of the Company will be covered with priority in proportion to the Recovered Funds. In case the Recovered Funds are insufficient to cover the operational costs, the Partner agrees to cover these costs for the Company up to a maximum of 3,500 USD. The claim for this fee cannot be combined with the claim for the fee for successful recovery of Funds following a Theft of Funds.

The Company agrees that any and all Recovered Funds that may come in its possession will be deposited without due delay on the wallet with address:

0x457b565ab9bAE08585A1C6F2d0B6c765F52D878b

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1.4.     Sanctions

The Partner agrees that non-compliance with the terms and conditions regarding the shutdown procedure constitutes a fundamental breach of these Terms and Conditions, which means that the Partner is not eligible for a refund or other compensation. In addition, the Company reserves its right to be compensated for any damages, regardless of their nature, that it may have suffered as a result of non-compliance with the shutdown procedure.

2. Theft of Funds

In case the Company discovers any theft of Funds, regardless of the amount, and whether this occurs through the direct actions of an individual employed by or working with the Partner or an affiliated third party, and regardless of whether this was discovered as a result of a direct investigation or through clear evidence that has been brought to the Company’s attention, the Company agrees to duly notify the Partner and initiate investigations into the incident.

The Affiliate agrees that it must take all necessary measures to immediately recover the Funds and cover any damages that have resulted from the theft of Funds to the injured parties. In case the evidence of theft of Funds is deemed substantial by the Company, the Company reserves its right to disclose the identity of the involved individuals to the local authorities and / or third-party service providers who assist the Company with investigations. The Company also reserves it right to recourse through legal action against the individuals involved in the theft of Funds if the Company has suffered damages of any kind because of the theft of Funds.

The Affiliate and Partner agree that the Company is entitled to a 1.5% fee of the Recovered Funds for the sole purpose of covering its operational costs for assisting in the tracking down stolen Funds, where in any case the fee cannot amount to less than 3,500 USD. In the event that the Recovered Funds amount to less than 3,500 USD, the operational costs of the Company will be covered with priority in proportion to the Recovered Funds. In case the Recovered Funds are insufficient to cover the operational costs, the Partner agrees to cover these costs for the Company up to a maximum of 3,500 USD. The claim for this fee cannot be combined with the claim for the fee for assistance in the shutdown procedure.

The Company agrees that any and all Recovered Funds that may come in its possession will be deposited without due delay on the multi-sig wallet with address:

0x457b565ab9bAE08585A1C6F2d0B6c765F52D878b

3. Refund Policy

In case the Partner ceases to agree with the terms as laid out in these Terms and Conditions or in its Partner Agreement, such as, but not limited to breaches of the confidentiality or public communication clauses, the Partner may ask the Company for a refund within 14 days after having contracted the Company’s Services, where the termination of the contractual relation is not a result of non-compliance with these Terms and Conditions or the Partner Agreement and where no costs have been incurred on behalf of the Partner. This will bring along immediate termination of the contractual relation, as well as the termination of any KYC Services carried out on behalf of the Partner in relation to its Affiliates.

The Partner agrees that the Company reserves the right to carry out the refund in the currency that was used to remunerate the Company for its Services, in case that remuneration did not take the form of legal tender. The Partner agrees that the refund process can take up to 14 business after the Company’s receipt of the request for a refund.

The Partner also agrees that a refund will not constitute the full amount that it paid if service-related costs were already incurred by the Company due to receiving the Partner’s agreement to these Terms and Conditions and the User Agreement. In addition, the Partner agrees that the Company will in any case retain a 500 USD non-refundable fee that will be deducted from the total refundable amount as a minimum coverage of the Company’s operational expenses in the KYC process.

4. Dispute Resolution

The Partner agrees and understands that any controversy, claim, or dispute arising out of or relating to these Terms and Conditions or the breach thereof shall be settled solely and exclusively by binding arbitration held in the State of Tennessee administered by JAMS and conducted in English, rather than in court.

The Partner expressly agrees that any dispute about the scope of these Terms and Conditions or the User Agreement to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes.

The Partner agrees to keep any arbitration strictly confidential.

The Partner agrees that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party.

The Partner agrees that any such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures (the “Rules”), with the following exceptions to such Rules if in conflict:

•   Any arbitration must be commenced within one year after the claim or cause of action arises;

•   The arbitration shall be conducted by one neutral arbitrator;

•   You agree that service of a demand for arbitration via Written Notice constitutes sufficient written notice of the Demand for Arbitration;

•   Arbitration may proceed in the absence of any party if that party has been given Written Notice of the arbitration, as specified in these Terms and Conditions and/or the Rules; and

•   Each side agrees to bear its own attorney’s fees, costs, and expenses.

The Partner agrees that, wherever practicable, we will seek to appoint a fair representation of diverse arbitrators (considering gender, ethnicity and sexual orientation), and will request administering institutions to include a fair representation of diverse candidates on their rosters and list of potential arbitrator appointees.

The Partner agrees to abide by all decisions and awards rendered in such proceedings and you agree that such decisions and awards rendered by the arbitrator shall be final and conclusive. To the extent you seek emergency relief in connection with any controversy, claim, or dispute arising out of or relating to these Terms and Conditions or the breach thereof, you agree that the “Emergency Relief Procedures'' provision of the Rules, currently Rule 2(c), shall govern. The Partner agrees and understands that these Terms and Conditions restrict it from seeking emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions, and agrees that, to the extent it breaches these Terms and Conditions by seeking such relief from a court, it shall be responsible for paying the Company’s attorneys’ fees in opposing such relief, and the arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred. Notwithstanding the foregoing obligation to settle disputes through arbitration, the Partner or we may assert claims, if they qualify, in small claims court in Washington County or any United States county where the individuals representing the Partner live.

The Partner agrees that it or we may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. The Partner irrevocably and unconditionally agrees to waive any objection that it may now or hereafter have to the laying of venue of any action or proceeding relating to the enforcement of the arbitral award in the federal or state courts located in the State of Tennessee or any United States county where the individuals representing the Partner live.

The Partner agrees that all such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR FOR ANY OTHER REASON LITIGATION PROCEEDS IN COURT THEN THE PARTNER AGREES THAT IT AND WE:

•   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY OTHER MATTER INVOLVING US HERETO, AND

•   SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN WASHINGTON COUNTY, TENNESSEE AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.

The Partner agrees to arbitrate solely on an individual basis and agrees and understands that these Terms and Conditions do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person/entity’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the Partner agrees and understands that the remaining portions of the arbitration provisions in these Terms and Conditions will remain in full force and effect.

The Partner agrees that this section of these Terms and Conditions has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.

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