LAST MODIFIED: 03/27/2023
I Acceptance of Terms and Conditions
These Terms and Conditions are entered into by and between You and TRUE TRADING GROUP, LLC (“TTG” or the “Company”). The following Terms and Conditions govern your access to and use of TTG’s website (truetradinggroup.com) (the “Website”), including any and all content, functionality, and services offered on or through the Website (collectively, the “Company Sites and Materials”).
Please read the Terms and Conditions carefully before you start to use the Company Sites and Materials. By using the Company Sites and Materials, whether as a visitor or TTG subscriber, and/or by clicking “Accept” or “Agree” to the Terms and Conditions when such an option is presented, you accept and agree to be bound and abide by the Terms and Conditions. IF YOU DO NOT WANT TO AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE COMPANY SITES AND MATERIALS. By using this Website, you represent and warrant that you are 18 years of age or older and meet the eligibility requirements. If you do not meet ALL of these requirements, you must not access or use the Company Sites and Materials.
ADDITIONAL TERMS AND CONDITIONS FOR THE TRUE TRADING GROUP MOBILE PROGRAM
The shortcodes 77567 & 84888 is used by TTG for the TRUE TRADING GROUP mobile program. You may opt in by texting the keyword “TTG1” to 77567 & 84888 or by completing the webform at TRUETRADINGGROUP.COM. When you sign up for a messaging program administered by TTG by providing your mobile number or texting a keyword in response to an offer, you are providing your express written agreement to receive mobile alerts, offers, updates on products and services, polls and sweepstakes, and any other messages described in the program offer at any phone number you designate or use to opt into the program. You agree not to designate or use a number for a wireless account you do not control to opt into or join a messaging program.
Your agreement to these Additional Terms and Conditions for the True Trading Group Mobile Program authorizes us to deliver advertising messages using an auto-dialer (as defined by the Federal Communications Commission), and you acknowledge that consent to these Additional Terms is not in any way required as a condition of making purchases from TTG or our affiliates.
Message frequency varies, and Message & Data Rates May Apply. Please consult with your carrier for further information regarding rates applicable to your plan. For additional information, text HELP to shortcodes 77567 & 84888. You may opt out at any time by sending STOP to shortcodes 77567 & 84888. Also, you can contact us at 1-855-878-8723, or at email@example.com.
Carriers are not liable for delayed or undelivered messages.
Message delivery is subject to effective delivery from your mobile carrier. We will not be liable for any delays in receipt of any SMS or MMS messages that are caused by delays from your mobile carrier or any other conditions outside of our control.
Supported carriers are AT&T, U.S. Cellular, Verizon Wireless, Sprint, Cricket, Boost, Nextel, and T-Mobile.
II Changes to Terms and Conditions
TTG may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Company Sites and Materials thereafter.
Your continued use of the Company Sites and Materials after Terms and Conditions are revised or updated means that you accept and agree to the changes. You agree to review the Terms and Conditions from time to time so that you are aware of any changes, as they are binding on you.
THIS WEBSITE IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY.
Do not use the Company Sites and Materials as a complete source of information regarding any issuer of securities, and the information provided in the Company Sites and Materials should not be used to make an investment decision. No information in the Company Sites and Materials should be construed as an offer to buy or sell securities. We urge you to verify all information in the Company Sites and Materials with your own independent research and consult with a registered investment advisor or licensed broker. Past performance is not indicative of future results.
Investing in securities, especially options, futures, and penny stocks, is highly risky and speculative, and you could lose your entire investment. In addition, the methods, techniques, information, content, indicators, strategies, columns, articles, and all other features of our Company Sites and Materials are provided solely for informational and educational purposes and should not be construed as investment advice.
You agree that you are solely responsible for your own trading decisions, and nothing in the Company Sites and Materials is intended to be or should be interpreted as a promise or guarantee of any result. You should always check with your licensed financial, investment, legal, or tax advisor to determine the suitability of any investment.
TTG IS NOT A BROKER DEALER OR INVESTMENT ADVISOR.
DO NOT BASE ANY INVESTMENT DECISION UPON ANY MATERIALS OR INFORMATION FOUND IN THE COMPANY SITES AND MATERIALS. TTG is not registered as a securities broker-dealer or an investment adviser with the U.S. Securities and Exchange Commission, FINRA, or any state securities regulatory authority. We are not licensed or qualified to provide financial, tax, or legal advice, and we do not purport to provide personalized investment, financial, tax, or legal advice in any form. The Company Sites and Materials are not provided to any particular individual with a view toward their individual circumstances. We do not recommend the purchase of securities. We do not promise or guarantee any particular investment results. We distribute opinions, comments, and information for a periodic fee exclusively to individuals who wish to receive them.
You acknowledge and agree that you, and not the Company, are solely responsible for your own investment research and decisions. We urge you to seek the advice of a qualified securities professional, tax, and/or legal advisor, as necessary, before making any investment, and to investigate and fully understand any and all risks before investing. TTG assumes no responsibility or liability for your trading and investment results and you agree to hold TTG harmless for such results or losses.
The Company Sites and Materials are wholly owned by True Trading Group, LLC. TTG Trading Moderators provide paying members with alerts regarding each Moderator’s trades. TTG Trading Moderators trade solely for their own accounts using their own money. Neither TTG nor any of its Trading Moderators or affiliates is compensated for making the trades identified in TTG’s trade alerts. TTG, its Trading Moderators, and/or its affiliates may hold, buy, and/or sell securities that are discussed in the Company Sites and Materials. You understand, acknowledge, and agree that Trading Moderators may purchase or sell securities before or after providing a trade alert, and that some trades alerted by a Trading Moderator may not actually be executed. TTG does not require Trading Moderators to disclose all trades, and Trading Moderators’ positions may be inconsistent with trades. You understand, acknowledge, and agree that TTG and its members, officers, employees, agents, and affiliates do not verify Trading Moderator trade records or maintain records of Trading Moderator trades and results, and that Trading Moderators have no obligation to provide TTG with any of their trade data. You further understand, acknowledge, and agree that TTG has no obligation to notify you whether a Trading Moderator executes (or does not execute) any trade. We reserve the right to buy or sell the shares of any of the companies mentioned in any Company Sites and Materials at any time.
Information contained in the Company Sites and Materials will contain “forward-looking statements” as defined under Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Readers are cautioned not to place undue reliance upon these forward-looking statements. These forward-looking statements are subject to a number of known and unknown risks and uncertainties outside of our control that could cause actual operations or results to differ materially from those anticipated. Factors that could affect performance include, but are not limited to, those factors that are discussed in each company’s most recent reports or registration statements filed with the SEC. You should consider these factors in evaluating the forward-looking statements included in the Company Sites and Materials and not place undue reliance upon such statements.
We are committed to providing factual information on the companies that are discussed in the Company Sites and Materials. However, we do not provide any assurance as to the accuracy or completeness of the information provided, including information regarding a company’s plans or ability to effect any planned or proposed actions. We have no first-hand knowledge of any company’s operations and therefore cannot comment on their capabilities, intent, resources, or experience, and we make no attempt to do so. Statistical information, dollar amounts, and market size data was provided by the subject company and related sources which we believe to be reliable.
To the fullest extent of the law, TTG disclaims any liability to any person or entity for the quality, accuracy, completeness, reliability, or timeliness of the information provided in the Company Sites and Materials, or for any direct, indirect, consequential, incidental, special, or punitive damages that may arise out of the use of information we provide to any person or entity (including, but not limited to, lost profits, loss of opportunities, trading losses, and damages that may result from any inaccuracy or incompleteness of this information).
IF YOU DO NOT AGREE WITH THE TERMS OF THIS DISCLAIMER OR THE ABOVE DISCLOSURES, PLEASE EXIT THE WEBSITE IMMEDIATELY. PLEASE BE ADVISED THAT YOUR CONTINUED USE OF THIS WEBSITE OR ANY OF THE COMPANY SITES AND MATERIALS SHALL INDICATE YOUR CONSENT AND AGREEMENT TO THESE TERMS.
USE OF TESTIMONIALS – RESULTS PRESENTED ARE NOT TYPICAL OR VERIFIED
TTG’s Company Sites and Materials may contain information regarding the trading performance of TTG owners or employees, and/or testimonials of non-employees depicting profitability that is believed to be true based on the representations of the persons voluntarily providing the testimonials. However, subscribers’ trading results have NOT been tracked or verified and past performance is not necessarily indicative of future results, and the results presented are NOT TYPICAL. Actual results will vary widely given a variety of factors such as experience, skill, risk mitigation practices, market dynamics, and the amount of capital deployed. Investing in securities is speculative and carries a high degree of risk; you may lose some, all, or possibly more than your original investment.
TTG respects and follows 16 C.F.R. Part 255 and the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. As explained above, TTG does not track the results of our current or past subscribers. Available research data suggests, however, that most day traders are not profitable:
For example, a 2019 study by Fernando Chague, Rodrigo De-Losso, and Bruno Giovannetti, titled “Day trading for a living?” (http://www.repec.eae.fea.usp.br/documentos/Chague_Losso_Giovannetti_47WP.pdf), concluded that 97% of day traders who traded at least 300 days between 2013 and 2015 in the Brazilian equity futures market (the third largest volume in the world) lost money, 0.4% earned more than $54 per day, and the top individual earned only $310 per day with great risk.
Similarly, a research paper published in 2017 entitled “Do Day Traders Rationally Learn About Their Ability?” by professors from the University of California (Davis), Peking University, and the University of California (Berkeley) (https://faculty.haas.berkeley.edu/odean/papers/Day%20Traders/Day%20Trading%20and%20Learning%20110217.pdf) evaluated 3.7 billion trades from the Taiwan Stock Exchange between 1992 and 2006, and found that only 9.81% of day trading volume was generated by predictably profitable traders and that these predictably profitable traders constitute less than 3% of all day traders on an average day.
And a 2013 paper by many of the same professors from the University of California and Peking University, titled “The cross-section of speculator skill: Evidence from day trading” (https://faculty.haas.berkeley.edu/odean/papers/Day%20Traders/The%20Cross-Section%20of%20Speculator%20Skill.pdf), likewise concludes that “[l]ess than 1% of the day trader population is able to predictably and reliably earn positive abnormal results net of fees.”
These studies highlight the difficulty in determining a definitive success rate or even reliable inferences about what “generally expected results” are for day traders. At a minimum, these studies indicate that at least 50% of day traders will not be profitable. Day trading is a high-risk activity, and you could lose some, all, or even more than your investment. Any trade or investment you make is at your own risk, and TTG urges you to consult with a qualified advisor prior to making any such trade or investment.
V TTG’s Intellectual Property
The Company Sites and Materials and their entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms and Conditions grant you a limited, revocable license to use the Company Sites and Materials for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Company Sites and Materials. You must not access or use for any commercial purposes any of the Company Sites and Materials. You may not scrape or otherwise copy any of the Company Sites and Materials without our express written permission. You agree not to: (1) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Company Sites and Materials; (2) insert any code or product or manipulate the Company Sites and Materials in any way; or (3) use any data mining, data gathering, or extraction method with respect to the Company Sites and Materials.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Company Sites and Materials in breach of these Terms and Conditions, your right to use the Company Sites and Materials will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Company Sites and Materials not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws.
Further, the Company name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans in the Company Sites and Materials are the trademarks of their respective owners.
VI Accessing the Website and Account Security
We reserve the right to withdraw or amend the Company Sites and Materials in our sole discretion and without notice. We will not be liable if, for any reason, all or any part of the Company Sites and Materials are unavailable at any time or for any period. TTG does not offer any uptime guarantee. From time to time, we may restrict access to some or all parts of the Company Sites and Materials to users, including TTG subscribers.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Company Sites and Materials or portions of them using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account (i.e., “log out”) at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Terms and Conditions.
You may use the Company Sites and Materials only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Company Sites and Materials:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms and Conditions.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, any Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, user names, or similar credentials associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Company Sites and Materials, or which, as determined by us in our sole discretion, may harm the Company or users of the Company Sites and Materials, or expose them to liability.
Additionally, you agree not to:
- Use the Company Sites and Materials in any manner that could disable, overburden, damage, or impair the Company Sites and Materials or interfere with any other party’s use of the Company Sites and Materials, including their ability to engage in real time activities through the Company Sites and Materials.
- Use any robot, spider, or other automatic device, process, or means to access the Company Sites and Materials for any purpose, including monitoring or copying any of the Company Sites and Materials.
- Use any manual process to monitor or copy any of the Company Sites and Materials, or for any other purpose not expressly authorized in these Terms and Conditions, without our prior express, written consent.
- Use any device, software, or routine that interferes with the proper working of the Company Sites and Materials.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Company Sites and Materials, the server(s) on which the Company Sites and Materials are stored, or any server, computer, or database connected to the Company Sites and Materials.
- Attack the Company Sites and Materials via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Company Sites and Materials.
The Company Sites and Materials may contain message boards, chat rooms, personal web pages or profile, forums, bulletin boards, live streams, and other interactive features (collectively, the “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Company Sites and Materials.
All User Contributions must comply with the Content Standards set out in these Terms and Conditions.
Any User Contribution that you post to the Company Sites and Materials will be considered non-confidential and non-proprietary. By providing any User Contribution on the Company Sites and Materials, you grant TTG and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise to disclose to third parties any such material for any purpose whatsoever.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms and Conditions.
You understand and acknowledge that you are responsible for any User Contribution you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Company Sites and Materials.
These Content Standards apply to any and all User Contributions and use of Interactive Services. User Contributions must, in their entirety, comply with all federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist in any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
VII Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any reason or no reason at all, in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate, in our sole discretion, including if we believe that such User Contribution violates the Terms and Conditions, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Company Sites and Materials or the public, or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Sites and Materials.
- Terminate or suspend your access to all or part of the Company Sites and Materials for any or no reason, including, without limitation, any violation of the Terms and Conditions.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Company Sites and Materials. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review material before it is posted in the Company Sites and Materials, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
VIII Third Parties
The Company Sites and Materials may contain links to third-party websites. These links do not constitute an endorsement of that third party or any services or product that they may offer. Nor do these links constitute a representation of our affiliation with that third party. We do not exercise control over third-party websites or their contents, and disclaim any responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third-party websites linked to the Company Sites and Materials, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
IX Contests, Sweepstakes, and Promotions
If the rules for a Promotion conflict with these Terms and Conditions, the Promotion’s rules shall apply.
TTG has devoted substantial time and money to creating the Company Sites and Materials. Because TTG members are granted instant access to Company Sites and Materials, and can immediately benefit from TTG’s educational materials, we DO NOT give refunds, except in extremely limited circumstances. Our complete refund policy, which is expressly incorporated herein by reference, is available here https://truetradinggroup.com/refund-cancellation-policy/
Subject to the foregoing, no member whose membership is terminated because of a violation of these Terms and Conditions will receive any refund or credit whatsoever.
XI Disclaimer of Warranties
COMPUTER VIRUSES/MALICIOUS SOFTWARE
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Company Sites and Materials will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE COMPANY SITES AND MATERIALS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY SITES AND MATERIALS, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED IN THE COMPANY SITES AND MATERIALS, OR ON ANY WEBSITE LINKED TO THE COMPANY SITES AND MATERIALS.
YOUR USE OF THE COMPANY SITES AND MATERIALS, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY SITES AND MATERIALS IS AT YOUR OWN RISK. THE COMPANY SITES AND MATERIALS, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY SITES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE COMPANY SITES AND MATERIALS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE COMPANY SITES AND MATERIALS, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY SITES AND MATERIALS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE COMPANY SITES AND MATERIALS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY SITES AND MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES RELATING TO THE ADEQUACY, ACCURACY, RELIABILITY, USEFULNESS, OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED ON OR IN THE COMPANY SITES AND MATERIALS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
XII Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE COMPANY SITES AND MATERIALS, ANY WEBSITES LINKED TO THEM, ANY CONTENT IN THE COMPANY SITES AND MATERIALS OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $500 OR THE TOTAL OF AMOUNTS PAID BY YOU TO TTG IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
XIII Indemnification and Hold Harmless
You agree to indemnify and hold harmless TTG, its affiliates, licensors, and service providers, and its and their respective officers, directors, members, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violations of these Terms and Conditions or your use of the Company Sites and Materials, including, but not limited to, your User Contributions, any use of the content, services, and products in the Company Sites and Materials other than as expressly authorized in these Terms and Conditions, or your use of any information obtained from the Company Sites and Materials. Your obligation to indemnify and hold harmless shall survive the expiration or termination of these Terms of Service and your cessation of use of the Company Sites and Materials.
XIV Governing Law, Jurisdiction, and Waiver of Right to Jury Trial
TTG is a limited liability company organized under Florida law and headquartered in Florida. All matters relating to the Company Sites and Materials and these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law principles.
To the extent that the arbitration provisions below do not apply, any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions or the Company Sites and Materials shall be instituted exclusively in the United States District Court for the Southern District of Florida in Miami, Florida, or, if subject matter jurisdiction would be lacking in that court, in the appropriate state court located in the County of Miami-Dade. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
JURY TRIAL WAIVER
You and we WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. The parties are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and us over whether to vacate or enforce an arbitration award, or in any other litigation, action, or proceeding to which our arbitration agreement does not apply, you and we WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.
XV Dispute Resolution and Arbitration Agreement
You and TTG agree that our relationship is solely a contractual one governed by these Terms and Conditions. As set forth below, any controversy or claim arising out of or related to the Company Sites and Materials, including any services or materials that TTG provides, shall be resolved solely in the manner prescribed by these Terms and Conditions.
INITIAL DISPUTE RESOLUTION PROCEDURE
If you have any questions, comments, or concerns about the Company Sites and Materials, or any matters relating to the Company Sites and Materials, you agree to notify us in writing at firstname.lastname@example.org. Most concerns may be quickly resolved in this manner. You and TTG agree to use commercially reasonable efforts in good faith to resolve any dispute, claim, question, or disagreement directly through this initial dispute resolution procedure. You and TTG agree that good-faith participation in this initial dispute resolution procedure shall be a precondition to either party initiating a lawsuit or arbitration.
AGREEMENT TO BINDING ARBITRATION
If we do not reach an agreed-upon solution within a period of sixty (60) days from the time the initial dispute resolution procedure discussed above is commenced, then either party may initiate binding arbitration. YOU AND WE AGREE THAT ALL DISPUTES WITH TTG ARISING FROM OR IN ANY WAY RELATED TO THE COMPANY SITES AND MATERIALS OR THESE TERMS AND CONDITIONS, INCLUDING THE BREACH, TERMINATION, OR VALIDITY THEREOF, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, AND NOT BY A COURT OR JURY. THE ARBITRAL TRIBUNAL SHALL HAVE THE SOLE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION WITHOUT ANY NEED TO REFER SUCH MATTERS FIRST TO A COURT, AND ALL ISSUES REGARDING THE INTERPRETATION AND APPLICATION OF THIS ARBITRATION PROVISION SHALL BE DECIDED SOLELY BY THE ARBITRAL TRIBUNAL.
THIS ARBITRATION PROVISION ALSO APPLIES TO CLAIMS AGAINST TTG’S EMPLOYEES, REPRESENTATIVES, MEMBERS, OFFICERS, AND AFFILIATES IF ANY SUCH CLAIM ARISES FROM OR IS RELATED IN ANY WAY TO THE COMPANY SITES AND MATERIALS OR THESE TERMS AND CONDITIONS.
The arbitration shall be administered by the American Arbitration Association (“AAA”) and conducted according to the AAA Consumer Arbitration Rules, which are available at www.adr.org or by calling the AAA at 1-800-778-7879. This arbitration provision is governed by the Federal Arbitration Act. The laws of the State of Florida, without regard for conflicts of law principles, shall govern all disputes that are subject to this arbitration provision. The place of arbitration shall be Miami, Florida. The language of the arbitration shall be English. Each of the parties shall bear their own costs and expenses of the arbitration, including attorneys’ fees.
Claims shall be heard by a single arbitrator. The parties shall appoint an arbitrator either by agreement or, if they do not agree on the arbitrator to be appointed, by use of a “rank and strike” method using AAA’s roster of arbitrators. Judgment may be entered on the arbitrator’s award in any court of competent jurisdiction.
NO COLLECTIVE OR CLASS ACTION
YOU AND WE EACH FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN OUR RESPECTIVE INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND YOU AND WE EACH EXPRESSLY WAIVE OUR RESPECTIVE RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS OR OTHER REPRESENTATIVE BASIS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class or collective basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
CONFIDENTIALITY OF THE ARBITRATION
Except as may be required by law, including to confirm or vacate an arbitration award, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
XVI Waiver, Severability, and Construction
No waiver by the Company of any term or condition set out in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.
If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect.
These Terms and Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
We may assign our rights under these Terms and Conditions without your approval and with or without notice to you. You may not assign your rights under these Terms and Conditions.
XVIII Advice of Counsel
YOU AND TTG AGREE THAT, IN ENTERING INTO THIS AGREEMENT, WE HAVE EACH HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.
XIX Entire Agreement
These Terms and Conditions constitute the sole and entire agreement between you and TTG regarding the Company Sites and Materials and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Company Sites and Materials.