Section 1.01 ACCEPTANCE

  1. Your access to and use of The 1123 Five LLC (hereinafter referred to as “The 1123 Five LLC”, the “association”, “we”, “us” or “our”) is subject exclusively to these Terms and Conditions;
  2. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions; and
  3. By using the Website you are fully accepting the terms, conditions and disclaimers contained in this notice. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS YOU MUST IMMEDIATELY STOP USING THE WEBSITE; and

Section 1.02 GOVERNING LAW

  1. These Terms and Conditions shall be governed by and construed in accordance with the laws of The United States of America and you hereby submit to the exclusive jurisdiction of The United States of America courts; and

Section 1.03 LEGAL ADVICE

  1. The contents of The 1123 Five LLC website do not constitute advice and should not be relied upon in making or refraining from making, any decision; and
  2. All material contained on The 1123 Five LLC is provided without any warranty of any kind. You use the material on The 1123 Five LLC at your own discretion; and

Section 1.04 CHANGE OF USE

  1. The 1123 Five LLC reserves the right to:
  2. change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that The 1123 Five LLC shall not be liable to you for any such change or removal; and
  3. change these Terms and Conditions at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such change; and

Section 1.05 LINKS TO AND FROM OTHER WEBSITES

  1. The The 1123 Five LLC website may include links to third party websites that are controlled and maintained by others. You acknowledge and agree that we are not responsible for the content, security, or availability of any such sites; and
  2. Any party wishing to link to this website is entitled to do so provided that the conditions below are observed:
  3. you do not seek to imply that we are endorsing the services or products of another party unless this has been agreed with us in writing; and
  4. you do not misrepresent your relationship with this website; and
  5. the website from which you link to this Website does not contain offensive or otherwise controversial content or, content that infringes any intellectual property rights or other rights of a third party; and
  6. By linking to this Website in breach of our terms, you shall indemnify us for any loss or damage suffered to this Website as a result of such linking; and

Section 1.06 COPYRIGHT

  1. All copyright, trademarks and all other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licensed to The 1123 Five LLC or otherwise used by The 1123 Five LLC as permitted by law; and
  2. In accessing the Website you agree that you will access the content solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only; and

Section 1.07 DISCLAIMERS AND LIMITATION OF LIABILITY

  1. The Website is provided on an AS IS and AS AVAILABLE basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy; and
  2. To the extent permitted by law, The 1123 Five LLC will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website; and
  3. The 1123 Five LLC makes no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive; and
  4. Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of The 1123 Five LLC for death or personal injury as a result of the negligence of The 1123 Five LLC or that of its employees or agents; and
  5. The 1123 Five LLC does not assume any legal, financial or other liability or responsibility for the accuracy, completeness or usefulness of any official documents prepared and/or registered by the member directly with a jurisdiction filing agency by the member, unless The 1123 Five LLC pre-clearance services have been engaged and the documents and/or their contents approved by The 1123 Five LLC; and
  6. Any documents prepared and/or registered by the member are subject to review for correct information and The 1123 Five LLC will not be liable for any fees associated with subsequent corrections, amendments or any other type of revisions for documents not prepared and registered by The 1123 Five LLC. The 1123 Five LLC financial liability is limited only to amounts paid to The 1123 Five LLC; and
  7. Unless otherwise specified in service or contract, The 1123 Five LLC contract representation services are limited to the receipt and forwarding of items covered by the respective rule, regulation or contract, and do not include the provision of a business or mailing address independent of such rule, regulation or contact; and
  8. The 1123 Five LLC has no obligation to forward any items received pursuant to any unauthorized use of The 1123 Five LLC address and assumes no liability to the member or any other party for loss of such items. The member assumes all liability for such losses regardless of whether the member had approved or initiated the unauthorized use; and
  9. The 1123 Five LLC may seek reimbursement from the member for any and all costs incurred in connection with the unauthorized use of The 1123 Five LLC address. The address(es) The 1123 Five LLC provides in any jurisdiction other than the General Post Office for the Government of The United States of America is for the primary purpose of fulfilling State statutes per “Service of Process”. Said address is used to receive service of process and Government documents on behalf of the member. Unless otherwise specified or registered in the office of the Secretary of State for the Government of The United States of America, the Primary Business Address listed on any filed document needs to reflect the primary business address the entity operates from regardless of what State that address is in; and
  10. When receiving process on behalf of the member, The 1123 Five LLC shall in no event be responsible for any part of the underlying claim. In no event does The 1123 Five LLC assume any liability whatsoever to any party other than the member for the member’s use of The 1123 Five LLC services, and the member agrees to indemnify The 1123 Five LLC against any claims brought by such parties. The member is prohibited from assigning any cause of action or remedy to any third party and is further prohibited from encouraging any third party from bringing any cause of action against The 1123 Five LLC; and
  11. While The 1123 Five LLC takes reasonable steps to provide complete and accurate services, The 1123 Five LLC cannot warrant or guarantee that its services are complete or error free; and
  12. The 1123 Five LLC shall not be liable to the member or any third party for any direct, indirect, special consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use of The 1123 Five LLC services, even if The 1123 Five LLC has been advised of the possibility of such damages;

Section 1.08 INDEMNITY

  1. You agree to indemnify and hold The 1123 Five LLC and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against The 1123 Five LLC arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website; and

Section 1.09 SEVERANCE

  1. If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction within the metes and bounds of The United States of America, then such Term(s) or Condition(s) shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable; and

Section 1.10 WAIVER

  1. If you breach these Conditions of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Conditions of Use; and

Section 1.11 MEMBER RESPONSIBILITY

  1. The member assumes liability for all charges incurred as a result of any and all services performed by The 1123 Five LLC on the member’s behalf or upon the member’s direction. Such charges shall be due and payable upon receipt of The 1123 Five LLC invoice; and
  2. The member accepts full responsibility for the proper and legal use of the information and/or services so provided; and
  3. It is the member’s sole responsibility to keep The 1123 Five LLC informed as to any changes in address, or of changes of persons authorized to receive The 1123 Five LLC notifications, reports, processes and legal matters. Such changes are deemed to be effective when entered into The 1123 Five LLC member database system; and