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Terms of Use

Last Updated: June 1, 2024

 

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICE. THESE TERMS OF USE DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AND FORM A LEGALLY BINDING AGREMENT BETWEEN YOU AND US REGARDING YOUR USE OF THE SERVICE. IF, FOR ANY REASON, YOU ARE UNABLE OR UNWILLING TO AGREE TO ALL THESE TERMS OF USE, YOU MAY NOT USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE MEANS YOU AGREE TO ALL TERMS AND CONDITIONS THAT ARE DESCRIBED OR REFERRED TO BELOW.

1.OVERVIEW

Unless otherwise expressly stated, these terms and conditions (these “Terms of Use”) represent a legally binding agreement between Consello LLC, for itself and on behalf of its parent, subsidiary, and affiliate companies (collectively, “Consello”, “we”, “us”, or “our”), and each visitor or user (each, a “user,” and specifically you, “you” or “your”) of our owned and operated website, https://consello.com, and of our other affiliated websites, subdomains, mobile versions, applications (including mobile applications), and online media under our operation and control, as well as all backup, mirror, replacement, or substitute websites or webpages we make available as part of the services we provide (collectively, the “Service”). When you see the word “use” or “using,” we mean any time you or any other visitor or user, directly or indirectly, attempts to or actually does access, interact with, display, view, browse, print, copy, transmit, receive, or exchange data, messages, or content or you otherwise communicate with us or anyone else, including, without limitation, another user, advertiser, or any person, company, or other entity you may encounter on or through the Service (to the extent facilitated by the Service’s functionalities),or use, benefit from, take advantage of, or interact with any feature, function, or service or activity or other content (including, without limitation, all software, code, design, text, images, photographs, illustrations, animations, audio, video and audio-visual material, art, graphic material, proprietary information, data, databases, Trademarks (as defined below), the selection, sequence, “look and feel” and arrangement of items and all copyrightable or otherwise legally protectable elements) of, on, or available through the Service (together with the Service, the “Content”),for any purpose.

By accessing and using the Service, you agree and acknowledge that (i) you have read and understand the legal agreement you have with us, including these Terms of Use, the Privacy Policy, and any other applicable terms and conditions that we disclose or notify you of when you use or attempt to use the Service (including, without limitation, the disclosures, disclaimers, and notices set forth in the Compliance Disclosures section below) (collectively, the “Additional Terms”), which are expressly made part of your legal agreement with Consello; (ii) unless you immediately stop using or trying to use the Service, you will be signifying your agreement to be legally bound by and comply with all of the terms and conditions that apply to you under these Terms of Use, the Privacy Policy, and the Additional Terms, as applicable; and (iii) you are at least eighteen (18) years old or the “age of majority” in your jurisdiction, if different. If you are younger than the “age of majority” in your jurisdiction, you may only use the Service with the consent of your parent or legal guardian. As set forth in the Privacy Policy, the Service is not intended for children under the age of thirteen (13) and we do not knowingly collect, share, or sell Personal Information (as that term is defined therein) from children under the age of thirteen (13). Any terms used but not defined herein are defined in the Privacy Policy or Additional Terms, as the case may be.

2.COMPLIANCE DISCLOSURES AND DISCLAIMERS

No Offer of Securities or Securities Advice‍

The Service is for general, informational purposes only. The Service is not intended to constitute an offer to sell or buy any securities or other assets, and may not be relied upon in connection with any offer or sale of securities or other assets. The Service is not intended to constitute an offer or promise to undertake, or an offer or solicitation to provide, investment advisory services or any other business. Offers to invest in investment products of, or to retain the investment advisory services of, Consello are made only where lawful under, and in compliance with, applicable provisions of constitutions, treaties, statutes, laws (including common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations, consents, approvals, orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees, or agreements of any United States federal, state, or local or foreign govern mentor political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction (as amended and in effect from time to time, “Applicable Law”), and through offering documents and definitive agreements separately provided to qualified prospective investors or clients. Any potential investor or client that receives such offering documents and/or agreements is responsible for reviewing such materials carefully, and in their entirety, fora description of the merits and risks of the relevant investment, and this Service does not constitute a part of such materials.

Consello makes no representations that any information provided on or through the Service is accurate, current, reliable, or complete. You are solely responsible for evaluating the risks and merits regarding the use of the Service and the use of any services referred to on or through the Service. Consello does not use the Service to provide investment, legal, accounting, tax, or other professional advice, and nothing on or provided on or through the Service is to be deemed a recommendation that you buy, sell, or hold any security or other asset or that you or any other user pursue any investment strategy. If you would like investment, accounting, tax, or legal advice, you should consult with your own advisors with respect to your individual circumstances and needs.

Any transactions listed or described on or through the Service are included as representative transactions and are not necessarily reflective of overall performance. There is no assurance that any securities or other assets described on or through the Service as being held by an investment vehicle managed or advised by Consello will remain in the applicable vehicle’s portfolio as of any given time, and such securities and other assets do not necessarily represent the applicable vehicle’s entire portfolio and in the aggregate may represent only a small percentage of the applicable vehicle’s portfolio holdings. It should not be assumed that any of the transactions discussed on or through the Service were, or will prove to be, profitable or that the investment recommendations or decisions Consello makes in the future will be profitable or will equal the investment performance of the securities and other assets discussed on or through the Service.

Forward-Looking Statements and Past Performance‍

The Service may contain forward-looking statements that are based on beliefs, assumptions, current expectations, estimates, and projections about certain investments, the financial industry, the economy generally, Consello, and/or other factors. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, and likelihood of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Furthermore, Consello does not undertake or accept any obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS; NO REPRESENTATION IS BEING MADE ON OR THROUGH THE SERVICE THAT ANY INVESTMENT WILL, OR IS LIKELY TO, ACHIEVE PROFITS OR LOSSES, WHETHER SIMILAR TO OR DIFFERENT FROM THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.

3.CHANGES TO THE SERVICE AND TERMS OF USE

We reserve the right, at any time and from time to time, for any reason in our sole discretion, to add to, delete, and/or modify any or all the terms and conditions of these Terms of Use or any Additional Terms that apply to you, as well as the Service and/or any Content. We display the effective date of these Terms of Use at the top of this page, indicated by the “Last Updated” legend. UNLESS OTHERWISE INDICATED, ANY CHANGES TO THESE TERMS OF USE OR ADDITIONAL TERMS ARE AS OF THE “LAST UPDATED” DATE. If you use the affected Service after the changes become effective, it means you are agreeing to be bound by the changes to these Terms of Use and Additional Terms, as the case may be. You should check on a regular and frequent basis and review the terms and conditions of these Terms of Use and Additional Terms that apply to you so you are aware of the current rights and obligations that apply to you.

4.SERVICE TESTING

From time to time, we test various aspects of the Service, including the platform, user interfaces, service levels, and features associated therewith, and we reserve the right to include you in or exclude you from these tests without notice.

5.USER PRIVACY AND OUR PRIVACY POLICY

Consello’s Privacy Policy is available on the Service at https://consello.com/privacy-policy/. By accessing and using the Service, you are agreeing to be bound by the Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, and disclosure of your Personal Information.

6.COMMUNICATIONS FROM CONSELLO

By using the Services, you may be automatically subscribed to receive certain email notifications and Content from us (collectively, “Automatic Communications”), or we may give you the option to select and receive certain email notifications and Content from us (collectively, “Voluntary Communications”). You will always have the option to unsubscribe from Voluntary Communications and promotional Automatic Communications. For details, see the section of the Privacy Policy entitled “Email Notifications and Opt Out.”

We utilize certain permission-based online services and platforms to, among other things, securely communicate and share information, documents, reports, Automatic Communications, and Voluntary Communications, with our investors and clients (collectively and as such products and services may be added, supplemented, renamed, or replaced from time to time, the “File Sharing Services”), which are provided, hosted, and managed by one or more third-party service providers (each, a “File Sharing Service Provider”). In order to utilize the File Sharing Services, we will send you an invitation to active your account with the applicable File Sharing Service Provider and then you will need to provide them with complete and accurate information (including, without limitation, certain Personal Information) as requested by them when activating your account and, thereafter, as and when requested or enabled by them from time to time. You acknowledge and agree that each File Sharing Service Provider is merely an operational service provider of Consello and is not otherwise owned, controlled, associated, or affiliated with, or endorsed by, Consello. We are not responsible for any File Sharing Service Provider’s compliance with Applicable Law, the content or performance of their respective File Sharing Services, or the privacy practices of any File Sharing Service Provider or for your interactions with them, and Consello is not responsible for, and does not guarantee, the security or suitability of any of the File Sharing Services. Your use of any of the File Sharing Services is entirely at your own risk. If you are unhappy with any File Sharing Service Provider (including their respective privacy practices and/or compliance or non-compliance with Applicable Law) or any of the File Sharing Services (including their content and/or performance or non-performance), then you should contact us and arrange with us to receive those information, documents, reports, and communications in an alternative manner.

7.OWNERSHIP AND LICENSE OF CONTENT

The Service and all Content is either the property of Consello or our suppliers, vendors, operational service providers, licensors, licensees, agents, or representatives and is protected by Applicable Law.

To the extent the Service contains interactive areas where users can submit or upload their own content, materials, information, text, data, copyrights, Trademarks, designs, images, photos, music, screenshots, videos, and other intellectual property (collectively, “User Content”), you retain ownership to any and all of your own User Content and these Terms of Use do not deprive you or any holder of your or their rights therein and thereto. However, when you do submit or provide User Content, such as a Posting (as defined below), you are giving us an unconditional, non-exclusive, royalty-free, transferable, sublicensable (through multiple tiers), worldwide, perpetual, and irrevocable right and license to use, display, reproduce, perform, adapt, translate, modify, publish, distribute, disseminate, and/or broadcast that User Content and create derivative works based thereupon, and you are representing and warranting to us you have all necessary rights, consents, and/or permissions to grant us such license. If you do not have the right (or if you are not certain whether you have the right) to license your User Content to us in accordance with the foregoing terms, do not submit or provide User Content to us. We make no representations that your User Content will remain available via the Service in any way. We may remove your User Content at our sole discretion. YOU UNDERSTAND THAT ANY USER CONTENT THAT YOU POST FOR VIEWING ON OR THROUGH THE SERVICE IS MADE PUBLICLY AVAILABLE TO USERS OF THE SERVICE, AND WE DO NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH USER CONTENT, NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS IN OR TO SUCH USER CONTENT WILL NOT BE INFRINGED OR MISAPPROPRIATED.

You may only use our Content and User Content for your own personal use and you have no right to transfer, assign, or use of the foregoing for any other purpose or allow or enable any other person, company, or entity to do so. Personal use excludes all commercial or charitable functions, whether or not money or other consideration is involved, whether or not it is for your benefit or for someone else. You may not use, display, reproduce, perform, adapt, translate, modify, publish, distribute, disseminate and/or broadcast, or create derivative works based upon, Content or User Content that is not yours without our express prior written consent. You may not alter, delete, or conceal copyright or other notices, even if we let you download, display, print, or share the Content or User Content with others. Unauthorized or prohibited use of Content or User Content may subject you to civil liability, criminal prosecution, or both under Applicable Law. Notwithstanding the foregoing, please also see section of the Privacy Policy entitled “Your Rights” for a description of how you may protect your Personal Information.

8.POSTING

As stated above, the Service may enable you to submit, provide, furnish, transmit, exchange, communicate, and/or display User Content (collectively, “Postings”). By Posting, you represent that you own or have the right to engage in the Posting and you specifically agree your Posting shall not violate Applicable Law, these Terms of Use, or the rights of others. In addition, you are solely responsible and liable for any Postings made under your user ID, name, email address, password, and/or your account. We reserve the right to remove, reject, or delete any User Content or Postings made to the Service, but we assume no responsibility for doing so or monitoring Postings. We do not and cannot review all Postings made to the Service and are not responsible for such Postings, regardless of whether at any time we choose in our sole discretion, to monitor or remove User Content or Postings on the Service. Postings do not reflect our views and we do not represent or warrant the truthfulness, accuracy, or reliability of any Postings, nor do we endorse or support any opinions or ideas expressed in any Posting. If you determine or suspect the security of your account or other user identification, login, and password associated with your account have been compromised, please notify us immediately at legal@consello.com. Unless and until you notify us of the foregoing, you are solely responsible and liable for any Postings made by any person, company, or entity using your account.

9.USAGE RULES

We reserve the right to deny you access to any and all parts of the Service for any reason and at our sole discretion. We do not assume any responsibility to monitor Postings for accuracy or unacceptable use, nor will any Posting be authenticated or endorsed by us. We encourage you to report offensive or illegal content by contacting us at legal@consello.com and we reserve the right to block transmission of, and/or remove, any Posting that you make for any reason, and without prior notice to you. Without limiting the generality of the foregoing, you expressly acknowledge and agree any Posting that you make to the Service is not confidential and that the following rules shall apply to your use of the Service.

You may never use, allow or enable or knowingly condone any other person, company, or other entity to use, the Service to do or attempt to do any of the following, for any reason:

  • violate any Applicable Law or our rights or the rights of any other person, company, or other entity;
  • engage in conduct which is libelous, slanderous, defamatory, indecent, vulgar, obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally or ethnically offensive, harmful, bullying, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive;
  • impersonate any other person, company, or other entity or any of our or their employees and agents or otherwise use any fake, false, or fictitious names or profiles;
  • use the Service for Posting or otherwise using malicious or unauthorized code (e.g., viruses, time bombs, cancel bots, worms, Trojan horses, spyware) or other potentially harmful material or information or in any way interrupt, damage, interfere with, destroy, or limit the functionality of any computer software or hardware or communication equipment, including the Service;
  • gain unauthorized use of the Service, other users’ names, login or password information, or Personal Information or use the Service in any manner which violates or is inconsistent with the provisions or spirit of these Terms of Use;
  • modify, disrupt, impair, alter, or interfere with the use, features, functions, operation, or maintenance of the Service or the rights or use and enjoyment of the Service by any other person, company, or other entity;
  • access, copy, reproduce, use, or create derivative works of any Content, Trademarks, User Content, Postings, or any other content, materials, information, text, copyrightable materials or other original works of authorship, images, pictures, photos, designs, artwork, graphics, stills, musical compositions, sound recordings, audio content or files, videos or video files, audiovisual content or files, software, firmware, code, tools, databases, textual links, keywords, data or metadata, chats, or other intellectual property of any kind or nature uploaded to, or contained in, the Service in connection with, or for purposes of training, any machine learning or artificial intelligence (AI) or similar technologies now known or hereafter devised, including, without limitation, technologies that are capable of generating works in the same style or genre as any of the foregoing (i.e., “generative AI”), whether for personal use, commercial use, or otherwise;
  • collect, obtain, compile, scrape, frame, gather, transmit, reproduce, delete, revise, view, or display the Service, the Content, or any material or information, whether personally identifiable or not, submitted, provided, or made available by or concerning any other person, company, or other entity;
  • engage in any activity or fail to report any activity involving spam, junk email, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing” or other similar schemes;
  • use the Service or any Content for commercial or business purposes, including advertising, marketing, selling, or offering goods or services, whether or not for financial benefit or any other form of compensation or consideration or through linking with any other website or webpages; or
  • use any robot, spider, or other automated means to access, scrape, harvest, or mine the Service, the Content, or the services made available through the Service.

Engaging in or permitting any of the foregoing restricted activities constitutes a material breach of these Terms of Use and may violate Applicable Law. We encourage you to report offensive or illegal content by contacting us at legal@consello.com.

10.TRADEMARKS

Unless otherwise disclosed, all of the trademarks, service marks, brand names, logos, insignia, symbols, product or service names, and company names (collectively, “Trademarks”) displayed on or through the Service are registered and unregistered trademarks of Consello or one or more of our suppliers, vendors, operational service providers, licensors, licensees, agents, or representatives, and all other Trademarks appearing on or through the Service remain owned by, and used by us under license from, their respective owners. Nothing on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right in or to the Trademarks without the express written permission of, with respect to our Trademarks, Consello or, with respect to other Trademarks, the applicable third-party owner or licensor thereof. Except as expressly provided in these Terms of Use, any use of the Trademarks is expressly prohibited.

11.PROCEDURES FOR CLAIMED COPYRIGHT INFRINGEMENT

Notices of Claimed Copyright Infringement

We respect the intellectual property rights of others, and ask that you do the same. If you believe that your User Content or other copyrightable works or materials have been copied in a way that constitutes copyright infringement, in accordance with the Digital Millennium Copyright Act, 17 U.S. Code § 512 (as may be amended from time to time, the “DMCA”), please provide the following information to our designated agent, whose contact information is below: (i) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material (i.e., third-party User Content) you claim is infringing is located on the Service; (iv) your address, telephone number, and email address; (v) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement made by you, under the penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf. Our designated agent for receiving notices of claimed copyright infringement under the DMCA may be contacted as follows:

Consello LLC
Attention: Legal Department
590 Madison Avenue
New York, New York 10022
United States of America
legal@consello.com

Failure to include all of the above information, especially specific information about where infringing content may be found, will result in a delay in the processing of your DMCA notification of claimed infringement and may result in your having to repeat some or all of the above process.

Removal of Allegedly Infringing Materials

If we receive notice of claimed copyright infringement in a manner that complies with the above requirements and the DMCA, we will respond expeditiously by removing, or disabling access to, the User Content that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below. We may, at our discretion, deny access to the Service by, or disable and/or terminate the Accounts of, users who may have infringed the copyright(s) of others.

Counter-Notice to Notices of Claimed Copyright Infringement

If your User Content was removed for copyright infringement pursuant to a notice of claimed infringement under the DMCA and you would like to dispute the removal, you may, pursuant to Section 512(g) of the DMCA, file a counter-notification by providing our designated agent, at the email address set forth above, with a written communication that sets forth the items specified below. Please note that, under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the Accounts of (or access privileges by) users who are infringers. Accordingly, if you are not sure whether certain User Content infringes your copyright or the copyrights of others, we suggest that you first contact an attorney. To expedite our ability to process your counter-notification, please do the following: (i) identify the specific URLs of (or other information sufficient to allow us to identify) the User Content that we have removed or to which we have disabled access; (ii) provide your full name, address, telephone number, email address and, if you have an Account, the username of your Account; (iii) provide a statement that you consent to the jurisdiction of the United States District Court for the judicial district in which your address is located, or if your address is outside of the United States of America, for any judicial district in which Consello may be found, and that you will accept service of process from the person who provided notification to our agent in accordance with the process outlined above or an agent of such person; (iv) include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;” and (v) sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address:

Consello LLC
Attention: Legal Department
590 Madison Avenue
New York, New York 10022
United States of America
legal@consello.com

After we receive your counter-notification, we will forward it to the party who submitted the original notice of claimed copyright infringement. Please note that, when we forward the counter-notification, it includes any of your Personal Information set forth in the counter-notification. By submitting a counter-notification, you consent to having such Personal Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant except as required by Applicable Law or to enforce our rights under these Terms of Use or Applicable Law. After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to your User Content or other material on the Service. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).

If you reside outside of the United States of America, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership of the copyrighted material that is subject to the notice of claimed infringement. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for users who are infringers. So, if you are not sure whether User Content you posted on or through the Service is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States of America and the State of New York. If you do wish to file a counter-notice, you should follow the process for counter-notifications set forth above.

WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY. CONSULT WITH YOUR OWN ATTORNEY REGARDING ANY DMCA CLAIMS.

12.FEEDBACK

You agree that, with respect to any User Content, Posting, feedback, analysis, suggestions, and comments that you provide to Consello (collectively, “Feedback”), in consideration of Consello providing access to the Service free of charge, YOU HEREBY GRANT TO CONSELLO THE EXCLUSIVE PERPETUAL, IRREVOCABLE, AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE, AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER, OR MEDIA NOW KNOWN OR HEREAFTER DEVISED, WITHOUT ANY REMUNERATION, COMPENSATION, OR CREDIT TO YOU. You represent and warrant that you have the right to make the foregoing grant to Consello and that none of the Feedback infringes any intellectual property or any other rights of third parties or Applicable Law. Notwithstanding the foregoing, we grant to you a conditional, non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide, perpetual, and revocable right and license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.

13.TERMINATION AND SUSPENSION; SURVIVAL

You agree that Consello may terminate your access to the Service, or any portion thereof, at any time, for any reason or no reason, without prior notice to you, and you agree that we shall not be liable to you or any third party for any such termination.

Consello reserves the right to modify, suspend, or discontinue the Service and/or access to it at any time, for any reason or no reason, without prior notice to you, and Consello will not be liable to you should we exercise such rights, even if your use of the Service is impacted by the change.

All provisions of these Terms of Use, the Privacy Policy, and any Additional Terms, which by their nature, should survive termination thereof, including, without limitation, any provision which must survive to allow us to enforce any of the foregoing, shall continue in full force and effect upon termination thereof.

14.INDEMNIFICATION

By using the Service, you agree to indemnify, defend, and hold harmless Consello and its parent, subsidiary, and affiliate companies and each of their respective officers, directors, stockholders, managers, members, limited and general partners, joint venturers, employees, independent contractors, consultants, operational service providers (including, without limitation, any and all File Sharing Service Providers and any and all transfer agents), suppliers, vendors, licensors, licensees, attorneys, advisors, representatives, agents, heirs, successors, and assigns (collectively, the “Indemnitees”) from and against any and all losses, damages, liabilities, penalties, fines, costs, and expenses, including, without limitation, attorneys’ fees and court costs, arising from or relating to any claim, action, cause of action, demand, or allegation of any and every kind, nature, and character, whether based in whole or in part in contract, tort, negligence, statute, or otherwise (each, a “Claim”), brought or asserted by a third party to the extent arising from (i) your breach or violation, or allegation which if true would constitute a breach or violation, of any representation, warranty, or obligation of these Terms of Use or any of the other Additional Terms; (ii) your use or misuse of the Service or Content; (iii) any violation, or allegation which if true would constitute a violation, of Applicable Law; (iv) infringement, misappropriation, or violation, or allegation which if true would constitute an infringement, misappropriation, or violation, of the rights of others in connection with your User Content and/or Postings; (v) your User Content, including, without limitation, our use, display, or other exercise of our license rights granted herein with respect thereto; or (vi) any unauthorized use, or allegation which if true would constitute an unauthorized use, of your account with each File Sharing Service. We have the right, at any time, to assume the defense against any Claim and all negotiations for settlement and compromise and you agree to cooperate with us in any such defense and settlement.

15.DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; BASIS OF THE BARGAIN

ALTHOUGH WE MAY UPDATE THE CONTENT FROM TIME TO TIME, PLEASE NOTE THAT SOME OF THE INFORMATION PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE AND/OR MAY CONTAIN ERRORS OR INACCURACIES. YOU RELY ON THE INFORMATION CONTAINED ON THE SERVICE AT YOUR OWN RISK. THE SERVICE AND THE CONTENT ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, RELIABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO GUARANTY OR ASSURANCE THAT ALL OR ANY PART OF THE SERVICE AND THE CONTENT ARE ACCURATE, TIMELY, COMPLETE, OR ERROR-FREE AND YOU SHOULD NOT RELY ON THE SERVICE OR ANY CONTENT FOR ANY DECISIONS OR ACTIONS YOU MAY OR MAY NOT CHOOSE TO MAKE OR TAKE. NEITHER CONSELLO NOR ANY OTHER INDEMNITEES SHALL BE RESPONSIBLE NOR LIABLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY, LOSS OF DATA, OR INABILITY TO ACCESS OR USE THE SERVICE OR THE CONTENT, EVEN IF DUE TO MALICOUS OR UNAUTHORIZED CODE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOU HAVE APPROPRIATE MECHANISMS TO PROTECT AND SECURE YOUR EQUIPMENT, PROGRAMS, AND INFORMATION BECAUSE YOU ARE ASSUMING ALL RISK OF LOSS OR DAMAGE THAT MAY ARISE OR BE ASSOCIATED WITH USE OF THE SERVICE.

IN ADDITION, PLEASE REFER TO THE DISCLOSURES, DISCLAIMERS, AND NOTICES SET FORTH IN THE COMPLIANCE DISCLOSURES AND DISCLAIMERS SECTION ABOVE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLIAM FOR OURSELVES AND ON BEHALF OF THE OTHER INDEMNITEES, ALL LIABILITY FOR LOSS, DAMAGE, COST, AND/OR EXPENSE OF ANY KIND IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICE AND THE CONTENT, OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, DIRECT, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES OR PENALTIES (INCLUDING, WITHOUT LIMITATION, DAMAGES TO BUSINESS REPUTATIONS, LOST BUSINESS, LOST PROFITS, OR LOSS OF GOODWILL), REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM AND WHETHER OR NOT A PART WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF DAMAGES. THE APPLICABLE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES OR LIMITATIONS ON CERTAIN DAMAGES SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU UNDER APPLICABLE LAW. IF ANY LIMITATION OR EXCLUSION OF DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY APPLICABLE LAW, CONSELLO AND THE OTHER INDEMNITEES SHALL BE ENTITLED TO THE MAXIMUM LIMITATIONS AND EXCLUSIONS PERMITTED BY APPLICABLE LAW; PROVIDED, HOWEVER, IN NO EVENT SHALL CONSELLO OR THE OTHER INDEMNITEES’ TOTAL AND COLLECTIVE LIABILITY TO YOU EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

YOU ACKNOWLEDGE AND AGREE THAT CONSELLO HAS OFFERED ITS SERVICE AND ENTERED INTO THESE TERMS OF USE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CONSELLO, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CONSELLO. YOU ACKNOWLEDGE AND AGREE THAT CONSELLO WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16.THIRD-PARTY LINKS

The Service may contain links to or advertisements for websites (including, without limitation, social media platforms) operated by third parties and, therefore, not owned or controlled by Consello. The links to and advertisements concerning third-party websites, material, products, or services are provided for your convenience only. We are not responsible for the content, performance, or privacy practices of these third-party websites or for your interactions with them, and you visit them at your own risk. Our inclusion of links to or advertisements for such third-party websites does not imply any endorsement of the material, products, or services provided by such third-party websites or any association with such third-party websites or their owners or operators whatsoever.

17.GEOGRAPHIC DISCLAIMER

We make no representations that the Service is appropriate or available for use in other locations outside of the United States of America. Access to the Service and the Content may not be legal for some persons or in some countries outside the United States of America. If you elect to access and use the Service and Content from outside of the United States of America, you do so at your own risk and are solely responsible for complying with all Applicable Law.

18.GOVERNING LAW; DISPUTE RESOLUTION; WAIVERS OF CERTAIN LEGAL RIGHTS

Governing Law

The Terms of Use, as well as the Privacy Policy and all Additional Terms, are governed by and shall be construed in accordance with the internal law of the State of New York without reference to its principles of conflicts of laws. The Uniform Computer Information Transactions Act shall not apply to these Terms of Use.

Resolving Disputes with Consello

Any Claim or other dispute arising out of or relating to these Terms of Use, the Privacy Policy, Additional Terms, the Service, the Content, or otherwise with respect to the subject matter hereof shall be adjudicated exclusively in either the United States Federal or New York State courts situated in the County of New York in the State of New York, and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts.

Remedies

All remedies available to a party under Applicable Law (whether at law or in equity) or pursuant to these Terms of Use, the Privacy Policy, or any Additional Terms shall be cumulative.

Waiver of Jury Trial

YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY IN ANY CLAIM OR OTHER DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PRIVACY POLICY, ADDTIONAL TERMS, THE SERVICE, THE CONTENT, OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER HEREOF.

Waiver of Class Actions

YOU AGREE THAT ANY PROCEEDING TO RESOLVE OR LITIGATE ANY CLAIM OR OTHER DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PRIVACY POLICY, ADDITIONAL TERMS, THE SERVICE, THE CONTENT, OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER HEREOF WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY SUCH CLAIM HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO SUCH CLAIM WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER CLAIM OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF CONSELLO AND ALL OTHER PARTIES TO ANY SUCH PROCEEDING.

Limitation of Time to Bring a Claim

You agree that, regardless of any Applicable Law to the contrary, any Claim or other dispute arising out of or relating to these Terms of Use, the Privacy Policy, Additional Terms, the Service, the Content, or otherwise with respect to the subject matter hereof must be brought with a court of competent jurisdiction within one (1) year from the date such Claim or cause of action arose (or if multiple causes, from the date the first such cause of action arose) or else will be forever and permanently barred.

19.RIGHT TO NOTIFY TO LAW ENFORCEMENT

If, for any reason, we believe, have reason to believe, suspect, or are notified of any act, omission, or circumstances which may or could compromise or endanger the health, wellbeing, or safety of any person, cause or lead to damage to persons or property (tangible or intangible), adversely affects, infringes upon, or misappropriates the rights of others, harasses or interferes with any other user or person, company, or other entity, interferes with or bypasses our security or other protective measures applicable to our systems, networks, and communications capabilities, breaches or violates these Terms of Use, the Privacy Policy, Additional Terms, the Service, the Content, or any Applicable Law, we have the right, reserving cumulatively all other rights and remedies available to us, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by Applicable Law.

20.ENTIRE AGREEMENT

These Terms of Use, together with the Privacy Policy and any Additional Terms that apply to you, constitute the entire agreement you have with us regarding the Service, the Content, and other subject matter set forth herein and supersede all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between you and Consello relating to the subject matter hereof.

21.SEVERABILITY; HEADINGS

If any term, provision, or condition, or any part thereof, of these Terms of Use or the Privacy Policy or any Additional Terms shall for any reason be found or held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and these Terms of Use or the Privacy Policy or any Additional Terms (as the case may be) shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein. Headings are purely for reference and shall not affect the meaning of any term or condition.

22.ASSIGNMENT

We may assign, delegate, subcontract, or transfer our rights, obligations, and/or duties under these Terms of Use, the Privacy Policy, or any Additional Terms to any party at any time without notice to you. You may not assign, delegate, subcontract, or transfer any of your rights, obligations, or duties under these Terms of Use, the Privacy Policy, or any Additional Terms to anyone else.

23.WAIVER

Any provision of these Terms of Use, the Privacy Policy, or any Additional Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Consello to exercise or enforce any right or provision of these Terms of Use, the Privacy Policy, or any Additional Terms will not constitute a waiver of such right or provision.

24.NOTICES

Any notice, demand, or other communication required or permitted to be given under these Terms of Use, the Privacy Policy, or any Additional Terms shall be in writing.

Notices to You

We may deliver such notice to you at any time via email or an Automatic Communication, a general notice on or through the Service, or the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid and return receipt requested, or an overnight courier (e.g., FedEx, UPS, DHL) with shipping charges prepaid, to your address we have on file (if any).

Notices to Consello

You may deliver such notice to us at any time via the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid and return receipt requested, or an overnight courier (e.g., FedEx, UPS, DHL) with shipping charges prepaid, to the following address:

 Consello LLC
 Attention: Legal Department
 590 Madison Avenue
 New York, New York 10022
 United States of America

25.NOTICE FOR CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, users of the Service from California are entitled to receive information on how to resolve a complaint regarding the Service or to receive further information regarding use of the Service. Such complaints or requests must be submitted to Consello in the manner set forth in the Notices section above.

26.CONTACT US

If you have any questions about these Terms of Use, please contact Consello by email at legal@consello.com.