Mitchell - Terms and Conditions

This Web Site agreement (the "Agreement") is between you and Mitchell & Company, LLC ("MCLLC") with a principal administrative office at 5245 Coldwater Canyon Avenue, Unit E in Sherman Oaks, CA. 91401. Use of this Web site (the "MCLLC Web Site") signifies your agreement to the terms and conditions of use set forth below in the Agreement. If you do not agree to the terms and conditions set forth herein, please do not go beyond this.

CONDITIONS OF USE:
YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS MCLLC WEB SITE. Your continued use of this MCLLC Web Site indicates your continued acceptance of these terms and conditions. MCLLC may monitor your use of the MCLLC Web Site at any time. Use and release of information gathered from the MCLLC Web Site through such monitoring is governed by the MCLLC Internet Privacy Policy.

LICENSE TO USE MCLLC WEB SITES AND CONTENTS:
Subject to the terms and conditions set forth in this Agreement, MCLLC grants you a non-exclusive, non-transferable, limited right to access, use and display the MCLLC Web Site and the materials thereon, provided that you comply fully with the terms and conditions of this Agreement. The MCLLC Web Site is only for your personal noncommercial use. You agree not to interrupt or attempt to interrupt the operation of the MCLLC Web Site in any way.

OWNERSHIP; RESTRICTIONS:
All material on the MCLLC Web Site, including without limitation text, images, software, audio and video clips, as defined below (collectively the "Content") is owned or controlled by MCLLC. The MCLLC Web Site and the Content are protected by copyright pursuant to U.S. copyright laws, international conventions, and other copyright laws.

You may not download, display, reproduce, create derivative works from, transmit, sell distribute, or in any way exploit the MCLLC Site or any portion thereof for any public or commercial use without the express written permission of MCLLC. You may view and download one (1) copy only of material from the MCLLC Web Site (unless otherwise specifically indicated) for your personal, non-commercial home use only, provided that you maintain all copyright and other notices contained therein. You may obtain more information on the copyrights, trademarks, and servicemarks of MCLLC and its affiliates by viewing the copyright and trademark notices posted on the MCLLC Web Site.

Rules for Chatrooms, Bulletin Boards, and Other Uploading of User Material You agree that you shall not upload, post or transmit to or distribute or otherwise publish through the MCLLC Web Site, any materials which:

(i) restrict or inhibit any other user from using and enjoying the MCLLC Web Site,
(ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent,
(iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state,
national or intentional law,
(iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy, or publicity,
or any other proprietary right,
(v) contain a virus or other harmful component, (vi) contain, without the express written permission of MCLLC, advertising of any kind; or,
(vii) constitute or contain false or misleading indications of origin or statements of fact.

MCLLC 's designated agent for receiving notice of user materials that violate, plagiarize or infringe the rights of third parties is John I. Mitchell or Sean I. Mitchell at 5245 Coldwater Canyon Avenue, Unit E in Sherman Oaks, CA. 91401.

EDITING AND DISCLOSURE OF USER MATERIALS:
MCLLC does not and cannot review all materials posted to the MCLLC Web Site by users, and MCLLC is not responsible for any such materials posted by users. However, MCLLC reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in MCLLC 's sole discretion are objectionable or in violation of this Agreement.

MCLLC RIGHTS TO MATERIALS PROVIDED BY USERS:
By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "COMMUNICATIONS") to the MCLLC Web Site, you grant to MCLLC a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such COMMUNICATIONS and any ideas or original materials contained in such COMMUNICATIONS, in all media now known or hereafter developed. This grant shall include the right to exploit any and all proprietary rights in such COMMUNICATIONS including, without limitation, any and all rights under copyright, trademark, servicemark or patent laws under any relevant jurisdiction. You waive all rights you may have to inspect and/or approve of any use by MCLLC of any material or idea submitted by you in any COMMUNICATIONS. You waive all rights to any claim against MCLLC for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such COMMUNICATIONS. You agree and understand that MCLLC is under no obligation to use any material or ideas submitted by you in any COMMUNICATIONS in any way whatsoever.

NO RESPONSIBILITY FOR TRANSMITTED MATERIAL:
You acknowledge that transmissions to and from the MCLLC Web Site are not confidential and your COMMUNICATIONS may be read or intercepted by others. You acknowledge that by submitting COMMUNICATIONS to MCLLC or the MCLLC Web Site, no confidential, fiduciary, contractually implied or other relationship is created between you and MCLLC other than pursuant to this Agreement. MCLLC shall not be responsible for the payment of any monies to any party in connection with MCLLC's use of COMMUNICATIONS submitted by you to the MCLLC Web Site.

HER WEB SITES TO OTHER WEB SITES:
The MCLLC Web Sites contains links and pointers to the other World Wide Web Internet sites, resources, and sponsors of the MCLLC Web Site. Links to and from the MCLLC Web Site to other third party sites do not constitute an endorsement by MCLLC of any third party resources or their contents. Links do not imply that MCLLC sponsors, is affiliated or associated with, or otherwise recommends, certifies or endorses the third party site. You should direct any concerns regarding any external link to its site administrator or webmaster. MCLLC does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the MCLLC Web Site. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. MCLLC reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the MCLLC Web Sites.

INDEMINIFICATION:
You agree to indemnify, defend and hold MCLLC, and all its officers, directors, owners, agents, employees, information providers, technology providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. MCLLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of MCLLC.

DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY:
THE MCLLC WEB SITE (INCLUDING ALL CONTENT,FUNCTIONS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE MCLLC WEB SITE) ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMISSIBLE BY LAW, MCLLC MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE MCLLC WEB SITE; OR THAT THE MCLLC WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MCLLC AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE MCLLC WEB SITE, INCLUDING WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED, TO MCLLC 'S NEGLIGENCE. UNDER NO CIRCUMSTANCES SHALL MCLLC OR ITS SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS AND FUNCTIONS IN THE MCLLC WEB SITE, EVEN IF MCLLC OR ITS SUBSIDIARIES OR AFFILIATES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL MCLLC OR ITS SUBSIDARIES OR AFFILIATES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED $100.00.

CHANGES TO AGREEMENT:
MCLLC reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Changes in this Agreement will be effective when posted. Your continued use of the Web Sites after any changes to this Agreement are posted will be considered acceptance of those changes.

TERMINATION:
MCLLC may terminate, change, suspend or discontinue any aspect of the Web Site at any time. MCLLC may also impose limits on certain features and services or restrict your access to part or all of the MCLLC Web Site without notice or liability.

GENERAL PROVISION:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. THE SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA.

This Agreement constitutes the entire agreement between MCLLC and you with respect to your use of the MCLLC Web Site. Any cause of action you may have with respect to your use of the MCLLC Web Sites must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.

This Site and any content appearing on it may not be published, broadcast or otherwise distributed without the prior written permission of Mitchell & Company, LLC, and where appropriate, the author of the individual article(s). For further information, see the Terms and Conditions of Use of the Mitchell & Company, LLC Web Sites.