Participation Agreement

BY CLICKING “ACCEPT,” YOU ACCEPT IN ITS ENTIRETY AND WITHOUT MODIFICATION THIS PARTICIPATION AGREEMENT (THE “AGREEMENT”) AND THE TERMS AND CONDITIONS (APPEARING UNDER THE TERMS AND CONDITIONS PAGE AND INCORPORATED HEREIN BY REFERENCE) PERTAINING TO YOUR ACCESS TO THE PLATFORM (AS DEFINED BELOW) AND PARTICIPATION IN A SESSION (AS DEFINED BELOW).

ZOLIO, INC. AND ITS AFFILATES (COLLECTIVELY, THE “COMPANY”) RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND THE TERMS AND CONDITIONS WITHOUT NOTICE AT ANY TIME. ANY SUCH CHANGE TO THIS AGREEMENT OR THE TERMS AND CONDITIONS SHALL BE EFFECTIVE UPON POSTING TO THE COMPANY’S WEBSITE. ACCORDINGLY, THE COMPANY SUGGESTS THAT YOU PERIODICALLY REVIEW THIS AGREEMENT AND THE TERMS AND CONDITIONS WHEN ACCESSING OR USING THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY MAY TEMPORARILY OR PERMANENTLY RESTRICT, SUSPEND OR TERMINATE THIS AGREEMENT, THE TERMS AND CONDITIONS OR YOUR ACCESS TO, AND USE OF, ALL OR ANY PART OF THE PLATFORM, INCLUDING ANY LINKS TO THIRD PARTY SITES, AT ANY TIME, WITH OR WITHOUT CAUSE, INCLUDING, WITHOUT LIMITATION, ANY BREACH OF THIS AGREEMENT OR THE TERMS AND CONDITIONS AS DETERMINED IN THE COMPANY’S SOLE AND ABSOLUTE DISCRETION, AND WITHOUT PRIOR NOTICE OR LIABILITY. THE COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO OR USE OF THE PLATFORM.

1. The Platform
   This Agreement governs your access to and use of the Company’s website, software, mobile applications, content, products, services, its real-time online financial market trading system and other components now known or later developed (the “Platform”) in connection with your participation in an educational financial market trading session (a “Session”) and the development of a record of your trading performance during a Session (a “Track Record”).

Generally, the Platform and the Sessions were designed by the Company to afford aspiring traders the opportunity to learn, experience and develop the necessary skills to successfully trade equity securities in a real time environment. After participating in a Session, you should have a better understanding of whether you are suited to pursue a career in investment management.

Anyone registering for a Session and accessing the Platform agrees to abide by this Agreement, the Terms and Conditions and by the rules (the “Rules”) in which they participate. The Rules applicable to each Session appear under the Rules page and are incorporated herein by reference.

The Company may modify this Agreement, the Terms and Conditions and/or the Rules at any time, and such modification shall be effective upon posting on the Company’s website. Your continued access or use of the Platform after the modifications have become effective shall be deemed your conclusive acceptance of the modified Agreement and/or Rules.

You acknowledge and agree that the Platform is the exclusive property of the Company and/or the Sources (as defined herein). All information contained in the Platform is intended solely for the use of those persons who have been granted permission to use the Platform and have agreed to this Agreement, the Terms and Conditions and the Rules.

2. Eligibility
   This Session is open to all legal residents of the United States and legal residents of any other country in which Zolio might offer the 2014 Zolio Spring Trading Competition during the dates specified in the Rules for the applicable Session. Each Session is void wherever prohibited and subject to all federal, state and local laws and may be restricted to certain states. To determine your eligibility for a particular Session, consult the Rules.

PARTICIPATION IN A SESSION FOR WHICH YOU ARE NOT ELIGIBLE WILL PLACE YOU IN BREACH OF THIS AGREEMENT AND THE APPLICABLE RULES; AND WILL RESULT IN THE FORFEITURE OF YOUR REGISTRATION FEE, AND MAY SUBJECT YOU TO CIVIL LIABILITY. Do we need this? Not for the contest

3. Registration
   Registration for a Session is an online process. To register, click on the Registration page and follow the directions. After registration, you will be granted permission to access and use the Platform (including, without limitation, various components of the Platform) during the term of the applicable Session by using a unique user name and password. You acknowledge and agree that the user name and password is the exclusive property of the Company and/or the Sources. You also agree that you will be the only authorized user of the Platform using your unique user name and password. You agree not to provide or make known your user name and password to any other person for the purpose of facilitating that person’s access and unauthorized use of the Platform. You may only register once per Session.

BY REGISTERING TO PARTICIPATE IN A SESSION, (I) YOU AGREE THAT ANY AND ALL INFORMATION YOU SUPPLY IN THE REGISTRATION IS CURRENT, TRUTHFUL AND COMPLETE; AND (II) YOU ARE NOT A COMPLETITOR OF THE COMPANY OR ARE NOT USING THE PLATFORM FOR REASONS THAT ARE IN COMPETITION WITH THE COMPANY.

4. Trading System
   Upon registering for a Session, you will be granted permission to use an electronic trading system for purposes of entering, facilitating or routing orders or trading (“Trading System”) and establish a trading account (“Trading Account”). Reports, content and investment tools can be found on ZolioTrader.com (the “Portal”), which will serve as your primary web portal for a Session. The Trading System, Trading Account and the Portal are all components of and included in, the definition of the Platform.

All or any part of the Trading System may be developed, licensed and/or provided by third-party licensors, vendors, subcontractors or other third-party sources (collectively, “Sources”). The Company and/or any Source, at any time, with or without notice, may monitor or modify any aspect of, or limit or terminate your use or access to, any or all of the Trading System. The Company may add, subtract and/or substitute Trading Systems without prior notice, consent or liability.

You shall be responsible for all orders, instructions and transactions that are identified by the Trading System as coming from you, and all consequences thereof, whether entered by an authorized person or unauthorized personnel or by any other person. Zolio does not “correct” or unwind any mistaken trades at any time or for any reason.

The Trading System and content provided on the Platform may be delayed or disrupted by the Sources. The Company obtains its Trading System and content from the Sources it believes to be reliable. The accuracy, completeness, timeliness or correct sequencing of the Trading System and/or content, however, cannot be guaranteed by either the Company or any Source. You acknowledge and agree that neither the Company nor the Sources will be liable for the accuracy of such Trading System and/or content and that neither the Company nor the Sources will have any duty to verify, correct, complete, or update any Trading System and/or content.

The applicable Session and Platform are provided for informational and educational purposes only. The Platform is limited to personal, non-commercial use and the software and content contained therein may not be copied, modified, duplicated or distributed in any form or for any reason without the express written consent of the Company. The Company reserves the right to cancel a Session or the Platform at any time, without prior notice, consent, for any or no reason, and without liability. In the event Zolio needs to cancel with the first 30 days of the Competition, a refund of the registration fee will be provided.

THE TRADING ACCOUNT WILL BE FUNDED WITH FICTITOUS CAPITAL SPECIFIED IN THE RULES FOR YOU TO TRADE USING THE TRADING SYSTEM. THE TRADING ACCOUNT WILL BE CHARGED WITH THE FICTITIOUS TRANSACTION FEES AND FINANCING CHARGES SPECIFIED IN THE RULES DURING A SESSION.

5. Content; Limitations on Use
   The Company and its Sources own and control all materials published on the Platform, unless such materials are credited to another person as the provider. These materials include, without limitation, text, photographs, images, illustrations, audio clips, video clips, surveys, lists, databases, advertising and other items (the “Content”).

The Content is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights and you may not sell, publish, distribute, retransmit, reprint, resell, copy, reproduce, modify, reverse engineer or exploit for any commercial purposes the Content, post the Content to another outlet, location or destination or provide access to the Content you may download from the Platform to any other person.

The Company provides the Content for your personal use in connection with your education, and not for any other reason.

6. User Conduct
   You agree to comply with all applicable federal, state and local laws, regulations and rules relating to your access to the Platform, including, without limitation, the use of the Trading System, Portal and Content. You further agree that you will not interfere with the use and enjoyment of the Platform by any other user.

The materials you upload and/or post to the Platform is defined herein as “User Content.” You shall not upload to, or distribute or otherwise publish on the Platform any defamatory, obscene, fraudulent, misleading, deceptive, pornographic, abusive, discriminatory, threatening or otherwise inappropriate User Content. You acknowledge the Company may edit, remove, modify, publish, transmit and display any such material on the Platform and elsewhere, and you hereby waive any rights you may have in the material. By submitting User Content, you consent to its display on the Platform and to the Company’s related online and offline use of the User Content.

You are responsible for your User Content and, while the Company cannot review all User Content and is not liable for it, the Company does reserve the right, but not the obligation, to delete, move or edit User Content that it, in its sole discretion, deems to be abusive, defamatory, obscene or in violation of any applicable laws or otherwise inappropriate.

You grant the Company an irrevocable, perpetual, unlimited, exclusive, world-wide, fully paid up and royalty free, assignable, sub-licensable license to any User Content posted by you, which includes, without limitation, the Company’s right (or the right of any person that the Company designates) to use, copy, transmit, excerpt, publish, distribute, modify, create derivative works of, publicly display or otherwise adapt such User Content in any form, language or media now known or hereinafter developed.

You represent and warrant that (a) no User Content submitted by you will (i) violate, plagiarize or infringe upon the rights of a third party, or (ii) contain defamatory or otherwise unlawful material.

You agree that, during the term of this Agreement and for a period of 2 years thereafter, you will not, directly or indirectly, as a sole proprietor, member of a partnership, stockholder, investor, owner, officer or director of a corporation or other entity, or as an employee, agent, associate or consultant of any person, partnership, corporation or other entity, other than the Company, publish, transmit or display content which is similar to the Content or in competition with the Company or the Company’s business.

7. Site Opinion Disclaimer
   You understand and acknowledge that no piece of Content published, transmitted or displayed on the Platform represents a recommendation that a particular trade, trading strategy, or investment is suitable for you. In addition, you acknowledge that any information or opinion published on the Platform will be used for informational purposes only and should not be deemed to be a recommendation to buy or sell any security. No person or party providing or publishing content on the Platform, nor the Company itself, should be considered your investment adviser or consultant. You acknowledge that affiliates of the Company may have positions or be involved with transactions relating to the securities discussed on the Platform.

Any opinions published, transmitted or displayed on the Platform are solely the opinion of the person or party publishing the Content on the Platform and may not reflect the Company’s opinions. Such opinions may have been previously disseminated on the internet or through another medium and have not been tailored to any particular person’s or group’s circumstances. Persons rendering such opinions may have positions in or be involved with transactions relating to securities mentioned on the Platform. However, you should not treat any opinion or information published on the Platform as a specific inducement to make a particular investment or follow a particular investment strategy, but only as an expression of such person’s personal opinion. You are not being offered any securities, either directly or indirectly, from the Platform.

The opinions on the Platform are based upon information considered to be reliable, but the Company does not warrant the completeness or accuracy of those opinions, and they should not be relied upon as such. You may not spread false rumors based on any information found or heard on the Platform. The Company is under no obligation to update or correct any information or opinion provided on the Platform. Any opinions are subject to change without notice. The Company’s compensation to third parties that provide opinions is not, in any way, related to the specific opinions expressed by those third parties.

The Company does not guarantee any specific outcomes or profits from using the Platform or any of its Content. You should be aware of the real risk of serious or total loss in following any strategy or investment discussed on the Platform. Strategies or investments discussed may fluctuate in price or value, and past performance of any strategy or investment is not indicative of its future performance.

Any or all investments or strategies mentioned on the Platform may not be suitable for you. This material does not take into account your particular investment objectives, financial situation, or financial needs and is not intended as recommendations appropriate for you. Furthermore, because markets are perpetually changing, the Content on the Platform may not be current, and therefore should not be relied upon. You must make independent decisions regarding investments or strategies mentioned on the Platform. Before acting on information or opinions published on the Platform, you should consider whether the opinions are suitable for your particular circumstances and strongly consider seeking advice from your financial or investment adviser.

You acknowledge that you will make your own investment decisions at all times.

THE COMPANY DOES NOT OFFER, SOLICIT OR ARRANGE FOR THE SALE OR PURCHASE OF SECURITIES. THE COMPANY AND ITS PLATFORM PROVIDES A FINANCIAL MARKET TRADING SIMULATION ENVIRONMENT. NO ACTUAL SECURITIES ARE PURCHASED, SOLD OR TRADED AS PART OF THE PLATFORM OR ANY SESSION. ALL INFORMATION IS PROVIDED FOR EDUCATIONAL PURPOSES ONLY.

8. Links to Third Party Sites
   From time to time, the Company may provide links on its Platform to third party internet sites or resources. The Company has not reviewed any of the sites or resources that may be linked to the Platform, and the Company is not responsible for the content of off-site pages or any other site linked or linking to the Platform. The Company is not responsible for the privacy practices of such other sites. Your linking to or use of any sites other than the Platform is at your own risk. The Company’s inclusion of links to other sites does not imply any endorsement of any kind by the Company of the material located on or linked to by such sites and should not be deemed as such by any user of the Site. The Company disclaims any responsibility for the products or services offered or the information contained on any sites other than the Platform. You may not place a link to the Platform on any other site, or frame the Platform within another site.
9. Warranty Disclaimer
   THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OWNERS, DIRECTORS, PRINCIPALS, OFFICERS, MANAGERS, INVESTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, “COMPANY PERSONS”) AND THE SOURCES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PLATFORM (INCLUDING, WITHOUT LIMITATION, THE TRADING SYSTEM, PORTAL AND CONTENT) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE PLATFORM. THE PLATFORM AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. THE COMPANY AND THE SOURCES, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PLATFORM, ANY MATTER RELATED TO THE PLATFORM AND SUCH INFORMATION AND MATERIALS ON THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. THE COMPANY EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

You acknowledge that you are aware that by using the Platform you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

THE COMPANY PERSONS AND THE SOURCES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKES THE PLATFORM AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. THE COMPANY PERSONS AND THE SOURCES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE PLATFORM.

1. Limitation of Liability
   IN NO EVENT SHALL THE COMPANY PERSONS OR THE SOURCES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE PLATFORM OR WITH ANY DELAY IN USING THE PLATFORM, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) ANY INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE PLATFORM; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE PLATFORM; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF THE COMPANY PERSONS OR THE SOURCES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF THE COMPANY PERSONS OR THE SOURCES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY OR THE SOURCES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of the Company Persons or the Sources or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Platform is to stop using the Site.

1. Extraordinary Events
   The Company Persons and the Sources shall not be liable for losses caused directly or indirectly by suspension of trading, wars, civil disturbances, terrorism, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, clearance organizations or information providers, delays in mails, delays or inaccuracies in the transmission or orders or information, governmental, exchange or self-regulatory organization laws, rules or actions, or any other causes beyond the Company Persons’ and Sources’ control that may prevent or delay their respective obligations, including, without limitation, access to the Platform.
2. Indemnification
   You hereby agree, at your own expense, to indemnify, defend and hold the Company Persons and the Sources harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of this Agreement or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully and as reasonably required or requested in the defense of any such claim. The Company 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 our prior written consent.
3. Privacy Policy
   In registering for a Session and using portions of the Platform, you may provide us with personal information about you and/or other persons affiliated with or designated by you. “Personal information” is any information that can be used to identify or contact a specific individual. The Company may use Personal Information for our own internal purposes. The Company will not transfer, sell or disclose such Personal Information to any other third party without the applicable person’s prior consent, except (a) as may be required by law (including, without limitation, pursuant to a subpoena, search warrant or other court order, or the order of any regulatory body having jurisdiction over us or our affiliates); (b) to protect the integrity of the Platform and/or to protect the Company’s interests, rights, safety, or property; (c) to enforce this Agreement; (d) to provide you with the Platform and to perform activities related to the Platform; (e) in connection with our merger, acquisition, divestiture, change of control or liquidation or (f) to operate the Company’s systems properly. In general, the Company’s business practices limit access to Personal Information obtained through your use of the Platform to those members of its personnel who need to know such information to conduct the our operations. The Company maintains physical, electronic and procedural safeguards designed to protect such information from unauthorized access or use. The Company will use personal information obtained through your use of the Platform only in accordance with the privacy policy in effect at the time such information was provided.

Prior to the conclusion of a Session, you shall by contacted by the Company with a request for approval (an “opt-in” approval) to share select elements of your Personal Information and Track Record with third party investment managers. Other than Personal Information, you grant the Company an irrevocable, perpetual, unlimited, exclusive, world-wide, fully paid and royalty free, assignable, sub-licensable license to use and distribute any information furnished by you as the Company deems fit in its sole and absolute discretion, which includes, without limitation, the Company’s right (or the right of any person that the Company designates) to use, copy, transmit, excerpt, publish, distribute, modify, create derivative works of, publicly display or otherwise adapt such information in any form, language or media now known or hereinafter developed.  Company reserves the right to change this Privacy Policy at any time and to apply such changes retroactively.

4. Termination of Registration
   The Company reserves the right to prevent access by anyone who acts irresponsibly or inappropriately in accessing or using the Platform, participating in the Session or in taking part in the Company blogs, discussion forums or the like. Although all trading on the Platform is fictional, you are expected to engage in trading activity that fully complies with all federal, state and local securities laws (including, without limitation, a prohibition against insider trading), as if you were trading actual stocks. The Company reserves the right to terminate your participation if you are suspected of cheating, attempting to exploit the Platform or Session or other inappropriate behavior. The Company, at its sole and absolute discretion, may terminate or suspend your use of the Platform and participation in a Session for any reason. Any suspected fraudulent, abusive or illegal activity may be grounds for termination of your participation in a Session, in whole or in part, without liability. Such activity also may be referred to appropriate law enforcement authorities. During a Session, strict rules regarding participant behavior will be enforced. These may include penalties, up to and including disqualification, for foul language, abuse of participants or any other person during a Session, or any other behavior that the Company, in its sole and absolute judgment, believes to be detrimental to its conduct of the Session. If you are penalized or disqualified from a Session as a result of any rules infraction, your registration fee will be forfeited.
5. Electronic Communications
   By registering for a Session, you agree to receive updates in the form of emails or Company website posts throughout the term of the Session and beyond. Further, it is expected that you will open and read these communications. By registering with the Company, you also agree to conduct business with the Company electronically and by means of the internet and to receive all required notices and disclosures in electronic format, including but not limited to email messages to an authorized email address that you have provided to the Company. These email messages may contain the required notice or disclosure or may alert you to the availability of such a notice or disclosure on the Company’s website. The Company also reserves the right to effect delivery of notices or disclosures by posting to the Company’s website with no email transmission, to the extent permitted by applicable law.
6. Governing Law; Jurisdiction
   This Agreement and all matters arising directly or indirectly from your access to or other use of the Platform and participation in a Session, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. You hereby submit to the exclusive jurisdiction of the state or federal courts located in the State of New York, and waive any jurisdictional, venue, or inconvenient forum objects to such courts. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based on or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
7. Severability
   If and to the extent any term or provision herein is or should become invalid or unenforceable, then (i) the remaining terms and provisions hereof shall be unimpaired and remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
8. Waiver
   Neither the Company’s failure to insist at any time upon strict compliance with the terms of this Agreement nor any continued course of such conduct on its part shall constitute or be considered a waiver by the Company of any of its rights or privileges hereunder.
9. Headings
   The headings of the provisions hereof are for ease of reference only and shall not affect the interpretation or application of this Agreement or in any way modify or qualify the rights or obligations provided for hereunder.
10. Injunctive Relief
    In no event shall you seek or be entitled to rescission, injunctive relief, or to enjoin or restrain the operation of the Platform. The Company shall have the right to seek or be entitled to rescission, injunctive relief or to enjoin or restrain you for any breach or suspected breach by you of this Agreement, the Terms and Conditions and/or the Rules.
11. Assignability
    You may not transfer any rights or obligations you may have under this Agreement. The Company reserves the right to transfer, delegate or to subcontract any right or obligation under this Agreement at its sole and absolute discretion without prior notice, consent and liability. The Company may also substitute, by way of unilateral novation, effective upon notice to you, the Company for any third party that assumes the Company’s rights and obligations under this Agreement, the Terms and Conditions, the Rules or any other agreement covering your access and/or use of the Platform.
12. No Class Action
    YOU ARE GIVING UP ANY RIGHT THAT YOU MIGHT HAVE TO COMMENCE OR PARTICIPATE IN ANY CLASS OR GROUP LITIGATION OR PROCEEDING AGAINST THE COMPANY.

You understand that, in return for your agreement to this provision, the Company is able to offer the Sessions at the terms set out herein, and that your assent to this provision is an indispensable consideration to this Agreement.

3. Entire Agreement
   This Agreement, in conjunction with the Terms and Conditions, Rules and applicable attachments, constitute the entire agreement between you and the Company with respect to use of the Platform in connection with a Session, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company with respect to use of the Platform in connection with a Session.

For questions regarding this Agreement, the Rules, the Platform or any Session, contact Customer Support at: support@zolio.com