PLEASE READ THESE TERMS OF USE AND SERVICE CAREFULLY. BY USING BROAD PROJECT’S WEBSITE OR DESIGN SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. THESE TERMS AFFECT YOUR LEGAL RIGHTS, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AGREEMENT REQUIRING MANDATORY BINDING ARBITRATION SET FORTH IN SECTION 14 AND ANY ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SITE OR SERVICES.
GENERAL APPLICATION OF TERMS
These Website Terms of Use and Service (“Terms”) constitute a binding agreement between you and Broad Project LLC (“Broad Project”, “we” or “us”). These Terms set forth the terms and conditions governing your use of the website owned and operated by Broad Project, located at https://www.broadproject.com/(https://www.broadproject.com/) (the “Site”) and any design, creative, or related professional services provided by Broad Project, whether described or accessible via the Site (collectively, the “Services”). The Site is operated primarily for marketing and portfolio display purposes, showcasing Broad Project’s multi-disciplinary design work. These Terms apply to all users of the Site and Services, including without limitation visitors browsing the Site, prospective clients, existing clients, and contributors of content to the Site. These Terms should be read together with our Privacy Policy, located at http://broad.cltvo.com/privacy-policy, which is incorporated herein by reference. Your use of the Site or Services indicates your acceptance of these Terms and our Privacy Policy. Do not use the Site or Services if you do not agree to be bound by these Terms.
Broad Project strives to ensure that the information contained on the Site is accurate and reliable. However, Broad Project and the Site are not infallible and errors may sometimes occur. Therefore, to the maximum extent permissible pursuant to applicable law, Broad Project makes no representations about the reliability of the features of the Site, any related Third-Party Service (defined below), or any other Site feature. Portfolio images, project descriptions, and other design work displayed on the Site are provided for illustrative and informational purposes only and may not reflect current availability, scope, or capabilities. You acknowledge that any reliance on such material and/or systems will be at your own risk. Broad Project makes no representations regarding the amount of time that any Site content will be preserved.
ELIGIBILITY
The Site and Services are designed for use by legal residents of the fifty (50) United States and the District of Columbia who: (1) are at least eighteen (18) years of age or the age of majority in their jurisdiction of residence, whichever is greater; (2) possess the legal capacity to enter into these Terms; (3) are not prohibited from using the Site or Services under applicable law; and (4) have not been previously suspended or terminated from using the Site or Services. The Site is not directed to, nor intended for use by, minors. If you are accessing the Site on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.
MODIFICATIONS
Broad Project reserves the right to modify these Terms at any time in its sole discretion. Upon such modification, Broad Project will provide notice via email, by posting a conspicuous notice on the Site, or through such other means deemed to be reasonable under the circumstances, in our sole discretion, including by posting the revised version to the Site (each a “Revised Version”). Any Revised Version will be effective as of the time it is posted or otherwise communicated to you, but no Revised Version will apply retroactively. Your continued use of the Site or Services after the effective date of such notification of a Revised Version constitutes your acceptance of such Revised Version. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
OUR PRODUCTS
Services. The Site enables Broad Project to present, describe, and offer its multi-disciplinary design services to you and other prospective and existing clients. The Services described or made available via the Site may include, without limitation, branding and identity design, graphic design, environmental design, experiential design, digital design, and other related creative and consulting services. The specific scope, availability, and pricing of any Services are determined solely by Broad Project and are subject to the terms of any separate engagement agreement or statement of work entered into between you and Broad Project. We reserve the right to modify, discontinue, suspend, or otherwise limit the availability of any Services to any person, based on geographic region, jurisdiction, capacity, or otherwise, and you acknowledge that we may exercise this right on a case-by-case basis. Broad Project shall have no liability whatsoever to you or to any third party for any such modification, discontinuation, suspension, limitation, or unavailability of any Services unless otherwise expressly agreed in a written engagement agreement.
Service Fees and Pricing. Any estimates, fee ranges, or pricing information displayed on any part of the Site are provided for general informational purposes only and are subject to change without notice. Pricing applicable to a specific engagement will be as set forth in a written proposal or engagement agreement executed by the parties. Broad Project reserves the right, at any time, to modify its standard fees and pricing without advance notice to Site visitors. Broad Project shall not be liable to you or to any third party for any modification to generally advertised fee information.
THIRD-PARTY SERVICES, LINKS, AND MATERIALS
Third-Party Services. We may provide you access, via the Site, to certain tools, platforms, and services provided by third parties (“Third-Party Services”), including without limitation project management platforms, file-sharing tools, and communication platforms used in connection with the delivery of our design services. You acknowledge that we neither monitor nor have any control over any Third-Party Service and agree that your use of any Third-Party Service is entirely at your own risk and discretion. You should become familiar with and approve the terms and conditions governing any such Third-Party Service. Any Third-Party Service is provided “as is” and “as available,” without any warranties, representations, or conditions of any kind and without endorsement by us. Broad Project will have no liability whatsoever arising from or relating to your use of any Third-Party Service.
Third-Party Links; Third-Party Materials. We may, via hyperlinks provided through the Site (“Third-Party Links”), provide you with the ability to access certain third-party websites and content (“Third-Party Materials”), including the social media profiles, platforms, and publications of Broad Project or its collaborators. Third-Party Links may direct you to Third-Party Materials that are not affiliated with us. We do not examine, evaluate, warrant, or assume liability or responsibility for any Third-Party Materials. We are not liable for any harm or damages related to your access or use of any Third-Party Materials. Please review carefully the applicable third party’s policies and practices before engaging with any Third-Party Materials. Any complaints, claims, or questions regarding Third-Party Materials should be directed to the applicable third party.
Client Engagements. The Site provides information about Broad Project’s design capabilities and portfolio. Engagement of Broad Project’s Services requires execution of a separate written agreement, such as a proposal, statement of work, or client services agreement, which will govern the specific terms of any design project. In the event of any conflict between these Terms and a written engagement agreement, the terms of the written engagement agreement shall govern with respect to the subject matter of that engagement.
USER SUBMISSIONS.
You represent and warrant to Broad Project that any personal information or other materials you submit to Broad Project via the Site will not violate any third-party rights, including any copyright, trademark, or other intellectual property right, or any privacy, personality, or other proprietary rights. You acknowledge and agree that your User Submissions shall not contain defamatory, unlawful, abusive, obscene, or otherwise prohibited material, or violate any applicable law or regulation. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead Broad Project as to the origin of any User Submission. You are fully responsible for all User Submissions you provide to Broad Project, including their legality, reliability, appropriateness, and accuracy. Broad Project disclaims any and all responsibility and liability for any such User Submissions.
You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site: (a) in any way that violates any applicable federal, state, local, or international law or regulation; (b) to transmit or procure the sending of any unsolicited or unauthorized advertising or promotional material, including any "junk mail," "chain letter," "spam," or any similar solicitation; (c) to impersonate or attempt to impersonate Broad Project, a Broad Project employee, or any other person or entity; or (d) to engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm Broad Project or users of the Site, or expose them to liability. Additionally, you agree not to: (i) use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site; (ii) use any robot, spider, or other automated device, process, or means to access the Site for any purpose, including monitoring or copying any material on the Site; (iii) use any device, software, or routine that interferes with the proper working of the Site; (iv) introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material; (v) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; or (vi) otherwise attempt to interfere with the proper working of the Site.
INTELLECTUAL PROPERTY
Broad Project respects the intellectual property rights of others and is committed to helping third parties protect their rights. Unless otherwise stated, this Site and all content within this Site are the property of Broad Project and are protected by copyright and other applicable intellectual property laws. Users are prohibited from reproducing, distributing, or otherwise using Site content in any manner that violates another party's intellectual property rights or Broad Project's rights as set forth herein.
If you believe that any content displayed on the Site infringes upon your copyright rights, please provide Broad Project with a notice of copyright infringement in compliance with § 512 of the Digital Millennium Copyright Act. Once Broad Project receives a valid notice of copyright infringement in compliance with § 512, we will act expeditiously and in good faith to remove or disable access to the allegedly infringing content and will make a good faith attempt to notify the responsible party.
The notice of copyright infringement must be compliant with § 512 of the Digital Millennium Copyright Act and must also contain the following:
Conversely, if you are a Site user that believes that content subject to a notice of copyright infringement is not actually infringing, you may submit a counter-notification. The counter-notification must contain the following:
Notice provisions set forth in Section 15(b) of these Terms.
INTELLECTUAL PROPERTY OWNERSHIP
Except for any personal information or User Submissions (subject to the rights granted to Broad Project with respect thereto) that you provide to Broad Project via the Site, you agree that Broad Project owns all rights, title, and interest in and to all content included in any and all parts of the Site, including without limitation all design work, portfolio images, case studies, written materials, visual assets, and creative concepts displayed thereon. All trademarks, service marks, trade names, brand names, logos, and other source identifiers related thereto or included therein (“Marks”) that appear on or in connection with any part of the Site are exclusively the property of Broad Project and its affiliates, licensors, or licensees, as applicable. You are not authorized to use any Marks or reproduce, distribute, or create derivative works based on any Site content in any manner other than as expressly permitted in writing by Broad Project. Ownership of deliverables created pursuant to any specific client engagement shall be governed by the terms of the applicable written engagement agreement.
TERM; TERMINATION
These Terms will remain effective unless and until terminated by either you or Broad Project. You may terminate these Terms at any time by notifying us that you no longer wish to use the Services, or when you cease using the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, Broad Project may suspend your ability to use any or all parts of the Services or may terminate these Terms, in our sole discretion, effective immediately, with or without notice to you. Upon termination of these Terms, your right to use the Services will automatically terminate immediately. Broad Project shall not have any liability whatsoever to you, to the maximum extent permitted by law, for any such suspension or termination. All provisions of these Terms, which by their nature should survive, shall survive termination of these Terms, including without limitation, ownership provisions, warranty disclaimers and limitation of liability.
DISCLAIMER OF WWARRANTIES
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. ALL PARTS OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BROAD PROJECT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT, INCLUDING, WITHOUT LIMITATION, THE CALIFORNIA SONG-BEVERLY CONSUMER WARRANTY ACT AND ANY OTHER IMPLIED WARRANTIES UNDER CALIFORNIA LAW, TO THE EXTENT WAIVABLE. BROAD PROJECT MAKES NO WARRANTY THAT ANY PART OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU UNDERSTAND AND AGREE THAT ANY SERVICES YOU OBTAIN THROUGH USE OF THE SITE ARE OBTAINED AT YOUR OWN RISK, AND BROAD PROJECT MAKES NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BROAD PROJECT OR OTHERWISE THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON OR DISCLAIMERS OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. IN THAT EVENT, THE DISCLAIMERS SHALL BE APPLICABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATIONS OF LIABILITY
YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BROAD PROJECT OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SERVICES OR YOUR RELIANCE ON ANY CONTENT OR INFORMATION DISPLAYED ON THE SITE OR ANY THIRD-PARTY SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF BROAD PROJECT TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR SERVICES EXCEED ONE HUNDRED DOLLARS ($100). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 REFLECT THE ALLOCATION OF RISK AGREED UPON AS REASONABLE BY THE PARTIES AND THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY INCLUDED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, LIMIT OR EXCLUDE OUR LIABILITY, THE EXTENT OF OUR LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
ACCESSIBILITY
Broad Project is committed to ensuring that the Site is accessible to all users, including individuals with disabilities. We strive to comply with the Americans with Disabilities Act (ADA), the California Unruh Civil Rights Act, and other applicable accessibility laws and standards, including the Web Content Accessibility Guidelines (WCAG). We are continuously working to improve the accessibility and usability of the Site. If you encounter any accessibility barriers while using the Site or need assistance accessing our content or Services, or if you would like to request reasonable accommodations, please contact us in accordance with Section 15(b) of these Terms. We will make reasonable efforts to provide alternative methods for accessing the Site’s content and to address accessibility concerns in a timely manner. Feedback regarding the accessibility of the Site is welcomed and will help us improve our online presence for all users.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Broad Project and its agents, employees, representatives, licensors, affiliates, officers, and directors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees and court costs) resulting or arising from any third-party claim based upon or arising in connection with (a) your use of or access to the Site or Services; (b) any information you submit or transmit through the Site, including any User Submissions; (c) your violation of these Terms; (d) your violation of any rights of any third party in connection with your use of the Site or Services; or (e) any viruses, trojan horses, worms, time bombs, cancelbots, spyware, or other malicious code or harmful technological routines input by you into the Site.
ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY
Please read the terms of this Section 14 (this “Arbitration Agreement”) carefully. It is part of your contract with Broad Project and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION, A CLASS ACTION WAIVER, AND A WAIVER OF TRIAL BY JURY.
(a) Applicability of Arbitration Agreement. Except as otherwise specifically provided in Paragraph (l) of this Arbitration Agreement, any dispute, controversy, or claim, whether at law or equity, arising out of or relating in any way to these Terms and use of the Site or Services that cannot be resolved informally or in small claims court, including the breach, termination, enforcement, interpretation, or validity of these Terms and the determination of the scope or applicability of this Arbitration Agreement, shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Broad Project, and to any of your or Broad Project’s subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services provided under these Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before any party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a “Notice”) describing the nature and basis of the claim or dispute, and the requested relief. Any Notice to Broad Project shall be submitted in accordance with Section 15(b) of these Terms. After Notice is received, you and Broad Project may attempt to resolve the claim or dispute informally. If you and Broad Project do not resolve the claim or dispute within thirty (30) calendar days after such Notice is received, either party may begin an arbitration proceeding.
(c) Arbitration Rules. Arbitration shall be administered pursuant to the California Arbitration Act (Cal. Civ. Proc. Code § 1280 et seq.) and the ADR Services Rules. Arbitration shall be administered by ADR Services, Inc. (“ADR Services”) and held before a sole arbitrator. The arbitration shall be binding and final, subject only to the limited rights of judicial review available under the California Arbitration Act. The arbitration shall be conducted pursuant to the ADR Services’ Arbitration Rules. The arbitration shall be commenced by filing a demand for arbitration with the administrator of ADR Services and serving the demand on the responding party. Upon receipt of the demand for arbitration, ADR Services will send a “Commencement Letter” acknowledging receipt of the demand. The responding party may file a response and/or a counter-claim within fifteen (15) calendar days after receipt of the demand. If no response is filed, all allegations of the demand shall be deemed denied. The parties shall select an arbitrator by mutual agreement through ADR Services within thirty (30) calendar days after the date the demand for arbitration was filed. If the parties are unable to agree on the selection of an arbitrator within such time, the administrator of ADR Services shall select an independent arbitrator pursuant to the procedures set forth in the ADR Services Arbitration Rules, Paragraph 12. The costs of arbitration, including the arbitrator’s fees, shall be borne equally by the parties to the arbitration, unless required under applicable law, otherwise ordered by the arbitrator, or agreed upon by the parties. The parties to this Arbitration Agreement further agree to abide by any award rendered by the arbitrator. Judgment on the award rendered by the arbitrator may otherwise be entered in any court having jurisdiction thereof. To begin an arbitration proceeding, you must serve Broad Project’s registered agent for service of process: C T Corporation System, 330 North Brand Blvd., Suite 700, Glendale, CA 91203. Arbitration will take place in Los Angeles, California; provided, however, that the arbitrator may cause the arbitration to take place (a) in another location agreed to by both parties, or (b) in another location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances.
(d) Additional Rules for Non-appearance Based Arbitration. To the extent permitted by the ADR Services Arbitration Rules, if non-appearance arbitration is elected by both parties, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions, the specific manner shall be chosen by the party initiating the arbitration, and the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties or required by the ADR Services Arbitration Rules.
(e) Time Limits. If you or Broad Project pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim).
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Broad Project. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, ADR Services Arbitration Rules, and this Arbitration Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Broad Project.
(g) Waiver of Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than an action in court and are subject to very limited review by a court.
(h) Waiver of Class or Consolidated Actions. UNLESS OTHERWISE REQUIRED UNDER APPLICABLE LAW, ALL CLAIMS AND DISPUTES ARISING OUT OF OR OTHERWISE RELATED TO THESE TERMS AND CONDITIONS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. UNLESS OTHERWISE REQUIRED UNDER APPLICABLE LAW, CLASS, MASS, CONSOLIDATED, COMBINED, OR REPRESENTATIVE ACTIONS, ARBITRATIONS, OR PROCEEDINGS AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by applicable law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under applicable law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration Agreement shall continue in full force and effect.
(k) Small Claims Court. Notwithstanding anything to the contrary contained in this Arbitration Agreement, either you or Broad Project may bring an individual action in small claims court.
(l) Claims Not Subject To Arbitration. Notwithstanding anything to the contrary contained in this Arbitration Agreement, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement.
(m) Courts. In the event any litigation should arise between you and Broad Project in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, or in any circumstances where this Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit for such purpose to venue in and the personal jurisdiction of the courts located within Los Angeles County, California.
MISCELLANEOUS
(a) Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws. In the event of any dispute, the California Arbitration Act, Cal. Civ. Proc. Code § 1280 et seq. shall apply.
(b) Notice. Where Broad Project requires you to provide an e-mail address, you are responsible for maintaining a current and valid e-mail address with Broad Project. In the event that the last e-mail address you provided to Broad Project is not valid, or for any reason is not capable of delivering notices required or permitted by these Terms, Broad Project’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may provide notice to Broad Project only at the following address: Broad Project LLC, 2121 Avenue Of The Stars, Suite 800, Los Angeles, CA 90067 with a copy to studio@broadproject.com. Such notice shall be deemed effective when received by Broad Project via letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
(c) Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
(d) Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.
(e) Export Control. You may not use, export, import, or transfer any part of the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained such Services, and any other applicable laws. In particular, but without limitation, no part of the Services may be exported or re-exported (i) to any United States (“U.S.”) embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You shall not use the Services for any purpose prohibited by U.S. law. You acknowledge and agree that services or technology provided by Broad Project are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer any part of the Services or any other technology of Broad Project, either directly or indirectly, to any country in violation of such laws and regulations. You acknowledge and agree that services or technology provided by Broad Project are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer any part of the Services or any other technology of Broad Project, either directly or indirectly, to any country in violation of such laws and regulations.
(f) Electronic Communications. All communications between you and Broad Project are conducted through electronic means, whether you visit the Service or send Broad Project e-mails, or when Broad Project posts notices on any part of the Service or communicates with you via e-mail. For contractual purposes, you (i) consent to receive communications from Broad Project in electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Broad Project provides to you electronically satisfy any legal requirement for written communication. The foregoing does not affect your non-waivable statutory rights.
(g) Release. To the maximum extent permitted by law, you hereby irrevocably release Broad Project, its affiliates, and each of their officers, directors, employees, agents, and their successors and assigns from any and all claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site or Services, including but not limited to any interactions with or conduct of other users or third-party websites arising in connection with or as a result of these Terms or your use of the Site or Services.
If you are a California resident, you hereby waive the protections of California Civil Code Section 1542, which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
(h) Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Broad Project’s prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. All or any of Broad Project’s rights and obligations hereunder may be assigned to a subsequent owner or operator of the Services in a merger, acquisition or sale of all or substantially all of Broad Project’s assets.
(i) Force Majeure. Broad Project shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or other labor disputes, failures of the internet or shortages of transportation facilities, fuel, energy, labor or materials.
(j) Questions, Complaints, Claims. If you have any questions or complaints with respect to the Site or Services provided by Broad Project, please contact us in accordance with Section 15(b) of these Terms. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
(k) Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.
(l) Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.