Terms Of Service

PLEASE READ THESE TERMS AND USE THEM CAREFULLY. BY ACCESSING OUR SITES OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR SERVICES AND MUST DISCONTINUE YOUR USE OF THE SITES AND SERVICES.

These Terms of Service (the “Terms of Service”) govern your use of the websites provided by JMJ Commercial, Inc. and its affiliates (“JMJ Commercial,” “we,” or “us”) whether accessed via computer, mobile device or otherwise (individually and collectively, the “Sites,”) as well as any products and services provided by JMJ Commercial (the “JMJ Commercial Service”) (the Sites, together with the JMJ Commercial Service, collectively referred to as the “Service”).

  1. ACCEPTANCE OF AGREEMENT.

THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE. BY COMPLETING THE REGISTRATION PROCESS AND/OR BROWSING THE SERVICE, YOU ARE ACCEPTING THESE TERMS OF SERVICE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF SERVICE. YOU MAY NOT ACCESS OR USE THE SITES OR SERVICE OR ACCEPT THESE TERMS OF SERVICE IF (A) YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH JMJ COMMERCIAL; (B) YOU ARE PROHIBITED BY LAW FROM RECEIVING OR USING THE SERVICE, OR (C) YOU ARE NOT A US RESIDENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF SERVICE, DO NOT ACCESS AND/OR USE THE SITES OR SERVICE.

PLEASE BE AWARE THAT THESE TERMS OF SERVICE REQUIRE ARBITRATION USE ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Your use of and participation in the service may be subject to additional terms (collectively, “Supplemental Terms”), and such Supplemental Terms will either be listed in these Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental service. If these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms will control such service. These Terms of Service and applicable Supplemental Terms are referred to herein as the “Agreement.”

  1. AMENDMENTS.

JMJ Commercial reserves the right to amend these Terms of Service at any time. JMJ Commercial will post Notice of any amendment on the Sites. You should review these Terms of Service regularly to ensure that you are aware of future amendments. If you disagree with any amendment, you must stop using the Sites and Service. Please get in touch with us if you have any questions about the terms and conditions in these Terms of Service or JMJ Commercial’s Privacy Policy.

We reserve the right to update and revise this Policy at any time. You can determine if this Policy has been revised since your last visit by referring to the “Updated on” date at the top of this page. Your use of the Web site constitutes your acceptance of the terms of the Policy. You should review this Policy regularly to ensure that you are aware of future amendments.

  1. DEFINITIONS AND INTERPRETATION.

3.1 Defined Terms. Unless the context requires otherwise, capitalized terms in these Terms of Service shall have the following meanings:

  • “Account Information” means information about accounts you maintain at third-party websites, including, as applicable, your accounts at any financial institution, as provided by you to JMJ Commercial.
  • “Affiliate” means concerning a party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such party.
  • “Applicable Law” means all federal and state laws, including regulations, applicable to the activities and obligations contemplated under these Terms of Service, and all applicable state licensing, consumer credit, and privacy laws, as the same may be amended and in effect from time to time.
  • “Business Day” means any day (other than a Saturday, Sunday, or legal holiday) on which federally insured financial institutions are permitted to be open to conduct all of their business substantially.
  • “Profile Information” means the information you provide to us to register for the service, including, as applicable, business name and address, amount and intended purpose of funding sought, certain financial information regarding the business, and certain information regarding the business owner, as well as the username and password that allow you to access the service, as such information shall change from time to time.

3.2 Interpretation. References to Sections are to be construed as references to the Sections in these Terms of Service unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to hereof, herein, hereunder, and other similar compounds of the word here shall refer to these Terms of Service as a whole rather than any particular part of the same. Unless designated as Business Days, all references to days shall mean calendar days. The terms include and include are not limiting. The use of the word “including” in these Terms of Service to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered. The headings, captions, headers, footers, and version numbers contained in these Terms of Service are intended for convenience or reference and shall not affect the meaning or interpretation of these Terms of Service.

  1. INTELLECTUAL PROPERTY

The Site is protected by the United States and international copyright and trademark laws and other applicable intellectual property laws, and together with any material made available for download, any content, files, code, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site (collectively, the “Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved, in writing, by JMJ Commercial. Without our express written consent, you may not frame or utilize framing techniques to enclose or deep-link our names, trademarks, service marks, logos, Content, or other proprietary information. You are authorized solely to view and retain a copy of the pages of the Site for your own personal, non-commercial use. Additionally, you agree that you will not (i) remove or alter trademark or other proprietary Notice or legend displayed on the Site (or printed pages produced from the Site); and (ii) make any other modifications to any documents obtained from the Site other than in connection with completing the information required to transact business with JMJ Commercial.

  1. PRIVACY

You agree to JMJ Commercial’s Privacy Policy which is incorporated by reference into these Terms of Service as if it were set forth in its entirety. The Privacy Policy describes how we collect, use, and disclose information provided by you. By using the Sites or Service, you agree to and are bound by the Privacy Policy’s terms.

  1. ACCOUNT; ACCURACY OF ANY CHANGES TO YOUR INFORMATION.

6.1 Account Creation. To use certain features of the service, you must register for an account (“Account”) and provide certain information about yourself. You agree to provide accurate Profile Information and Account Information. You further agree to promptly update all your Profile Information or Account Information whenever the information provided to us is no longer accurate. You can update your information by visiting your profile page on the Sites. You may delete your Account at any time, for any reason, by following the instructions on the Sites. If you need help changing your information, please email us. We are not responsible for any payment processing errors, fees, or other Service-related issues arising from your failure to keep your Profile Information current. If we determine, in our sole discretion, that you have failed to maintain current and accurate Profile Information or Account Information, we may suspend or terminate your access to the Sites and Service.

6.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and all activities that occur under your Account. You agree to immediately notify JMJ Commercial of any unauthorized use, suspected unauthorized use of your Account, or any other security breach. JMJ Commercial cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

6.3 Our Use of the Account Information. You authorize us to use the Account Information for all purposes related to the service, and to have continued access to your financial institution, provided such access shall be used solely to provide the service to you. Account Information shall remain available to you during the Term.

  1. THIRD-PARTY LINKS, PRODUCTS, AND APPLICATIONS.

7.1 Third-Party Links and Applications. The service may contain links to third-party websites, services, products, and applications for third parties (collectively, “Third-party Links and Applications”). Such Third-party Links and Applications are not under the control of JMJ Commercial, and JMJ Commercial is not responsible for any Third-party Links and Applications. JMJ Commercial provides access to these Third-party Links and Applications only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations concerning Third-party Links and Applications. You use all Third-party Links and Applications at your own risk and should apply a suitable level of caution and discretion. When you click on any of the Third-party Links and Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-party Links & Applications.

7.2 Release. You hereby release and forever discharge JMJ Commercial (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the service (including any interactions with, or act or omission of, our partners or any other third party or any Third-party Links and Applications). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

  1. INDEMNIFICATION. You agree to release, indemnify, and hold harmless JMJ Commercial and its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Sites or Service; (b) your breach of these Terms of Service; (c) your violation of any rights of a third party; (d) your interaction with any Funding Provider; (e) any duties, responsibilities, or obligations you may have to a Funding Provider, including with respect to, but not limited to, a Referral; (f) your violation of any Applicable Law; (g) the violation of any Applicable Law by a Funding Provider; (h) any harm to your business suffered as a result of obtaining or not obtaining a loan; or (i) your failure to provide and maintain true, accurate, current and complete Application Information, Profile Information, Verified Data, and Account Information.
  2. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER.

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL JMJ COMMERCIAL (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITES OR SERVICE, EVEN IF JMJ COMMERCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES OR SERVICE IS AT YOUR DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS OF SERVICE (FOR ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM YOUR FAILURE TO PROVIDE JMJ COMMERCIAL WITH ACCURATE INFORMATION OR TO CORRECT INACCURATE VERIFIED DATA, OR A THIRD PARTY’S FAILURE TO VERIFY SUCH INFORMATION CORRECTLY, AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (US $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OF SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9.2 No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE SITES AND THE SERVICE PROVIDED HEREUNDER BY JMJ COMMERCIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND JMJ COMMERCIAL (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITES AND THE SERVICE WILL MEET YOUR REQUIREMENTS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, AND/OR FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES CONCERNING THE SITE AND THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

NO ADVICE OR INFORMATION PROVIDED BY JMJ COMMERCIAL SHALL CONSTITUTE ANY WARRANTY CONCERNING YOUR USE OF THE SERVICE. JMJ COMMERCIAL DOES NOT GUARANTEE OR ASSUME ANY RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY ANY THIRD-PARTY SERVICE RELATING TO EITHER JMJ COMMERCIAL OR ANY FUNDING PROVIDER. JMJ COMMERCIAL MAKES NO GUARANTEE AS TO THE NUMBER OF FUNDING PROVIDERS WITH WHOM YOU MAY BE MATCHED USING THE SERVICE, NOR DOES JMJ COMMERCIAL GUARANTEE THAT YOU WILL BE ABLE TO OBTAIN BUSINESS FUNDING IN ANY AMOUNT USING THE SERVICE, INCLUDING FROM ANY FUNDING PROVIDER FOR WHOM YOUR VERIFIED INFORMATION PROVISIONALLY PREQUALIFIES YOU FOR SUCH FUNDING. YOU UNDERSTAND AND AGREE THAT JMJ COMMERCIAL IS NEITHER A FUNDING PROVIDER NOR A FINANCIAL ADVISOR, AND NOTHING ON THE SITES IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL ADVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9.3 Not a financial planner, investment adviser, or tax advisor. NEITHER JMJ COMMERCIAL NOR THE SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT, OR FINANCIAL ADVICE. JMJ COMMERCIAL IS NOT A FINANCIAL OR TAX PLANNER AND DOES NOT OFFER LEGAL ADVICE TO ANY USER OF THE SERVICE. ALTHOUGH THE SERVICE MAY PROVIDE DATA, INFORMATION, OR CONTENT RELATING TO INFORMATIONAL SERVICES FOR US-BASED SMALL BUSINESS OWNERS, INCLUDING INFORMATION AND REFERRALS FOR CERTAIN FINANCIAL SERVICES, YOU SHOULD NOT CONSTRUE ANY SUCH CONTENT AS TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVICE.

  1. DISPUTE RESOLUTION BY BINDING ARBITRATION; CLASS ACTION WAIVER

10.1 Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”). It requires you to arbitrate disputes with JMJ Commercial and limits how you can seek relief from us. It is part of your contract with JMJ Commercial and affects your rights. It contains procedures of MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

10.2 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the agreement or the use of any product or service provided by JMJ Commercial that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and JMJ Commercial and any subsidiaries, Affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the agreement. This Arbitration Agreement shall apply, without limitation, to all disputes, claims, and requests for relief that arose or were asserted before the effective date of these Terms of Service or any prior version.

10.3 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute and the requested relief. After receiving the Notice, you and JMJ Commercial may informally attempt to resolve the claim or dispute. If you and JMJ Commercial do not resolve the claim or dispute within thirty (30) days of receiving the Notice, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

10.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, 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. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

10.5 Time Limits. If you or JMJ Commercial 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) and within any deadline imposed under the AAA Rules for the pertinent claim.

10.6 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities of you and JMJ Commercial if any. The arbitration proceeding will not be consolidated with other matters or joined with other cases or parties. 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, the arbitral forum’s rules, and the agreement (including the 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 calculating any damages awarded. The arbitrator has the same authority to award relief individually as a judge in a court of law. The award of the arbitrator is final and binding upon you and us.

10.7 Waiver of Jury 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 rules applicable in a court and are subject to very limited review by a court. If any litigation should arise between you and JMJ Commercial in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND JMJ COMMERCIAL WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that a judge resolves the dispute.

10.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CAN NOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

10.9 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a written Notice of your decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement. Your Notice must include your name and address, your JMJ Commercial username (if any), the email address you used to set up your JMJ Commercial account (if you have one), and an unequivocal statement to opt-out of this Arbitration Agreement. If you opt-out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement does not affect any other arbitration agreements you may have or may enter with us.

10.10 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms of Service, to enforce an arbitration award, or to seek injunctive or equitable relief.

10.11 Severability. If any part or parts of this Arbitration Agreement are found under the 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 the agreement shall continue in full force and effect.

10.12 Right to Waive. Any or all of the rights and limitations outlined in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

10.13 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with JMJ Commercial.

10.14 Small Claims Court. Notwithstanding the foregoing, you or JMJ Commercial may bring an individual action in small claims court.

10.15 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek equitable emergency relief before a state or federal court to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

10.16 Claims Not Subject to Arbitration. Notwithstanding the foregoing, 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 secrets shall not be subject to this Arbitration Agreement.

10.17 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, New York, for such purpose.

Notwithstanding any provision in these Terms of Service to the contrary, we agree that if JMJ Commercial makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing JMJ Commercial at the following address: JMJ Commercial, Inc., 123 William Street, Floor 21, New York, NY 10038.

  1. GENERAL TERMS.

11.1 Waiver. The waiver by JMJ Commercial of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.

11.2 Governing Law. These Terms of Service and all other aspects of your use of the Sites or the Services shall be deemed entered into New York and governed by and construed in accordance with the laws of the State of New York, excluding (i) that body of law known as conflicts of law, and (ii) the United Nations Convention on Contracts for the International Sale of Goods.

11.3 Third Party Beneficiaries. Except as limited by Section 13.6, these Terms of Service and the rights and obligations hereunder shall bind and inure to the benefit of the parties and their successors and permitted assigns. Nothing in these Terms of Service, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.

11.4 Entire Agreement. These Terms of Service constitute the entire agreement between you and JMJ Commercial concerning your use of the Site and the Services. Any and all other written or oral agreements or understandings previously existing between you and JMJ Commercial concerning such use are hereby superseded and canceled.

11.5 Severability. If any provision of these Terms of Service (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms of Service shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in these Terms of Service.

11.6 Assignment. Neither these Terms of Service nor any rights hereunder may be transferred nor assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, JMJ Commercial may assign these Terms of Service or any rights hereunder without consent: (i) to an entity that acquires substantially all of its stock, assets, or business; or (ii) to an Affiliate. Except as provided in this Section, any attempts by either party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party shall be null and void.

11.7 Export. The service may be subject to US export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any US technical data acquired from JMJ Commercial or any products utilizing such data in violation of the United States export laws or regulations.