Terms of Service

Last Updated: January 1, 2025

Osprey Management LLC, a limited liability company (the “Company”), welcomes you to www.osprey-management.com (the “Platform”). It is important to the Company that you and other  visitors have the best possible experience while using the Platform, and that, when you use the  Platform, you understand your legal rights and obligations. Please read this terms-of-service  agreement, which is a binding agreement between you and the Company that governs your access  to and use of the Platform, including any content, functionality, and services offered on or through  the Platform. You may use the Platform only if you agree to this agreement. Please pay special  attention to the following provisions: (1) disclaimer of warranties (section 18); (2) limit on liability  and exclusion of damages (sections 19 and 20); (3) place for resolving disputes (section  24.2); (4) mandatory arbitration (section 24.3); (5) class action waiver (section 24.7); and (6)  limitation on time to file disputes (section 24.8). 

Notice Regarding Dispute Resolution:

This agreement contains provisions that govern how claims  you and we may have against each other are resolved (see section 24 below), including an  agreement and obligation to arbitrate disputes, which will require you to submit claims you have  against us to binding arbitration. Please read the arbitration provision (section 24.3) in this  agreement as it affects your rights under this agreement. 

Minors Prohibited. The Platform is not intended for minors. Only adults (1) who are at least 18- years old and (2) who have reached the age of majority where they live may access the Platform.  The Company forbids all persons who do not meet these age requirements from accessing the  Platform. 

  1.  Accessing the Platform.The Company may withdraw or amend the Platform, and any  service or material it provides on the Platform, in its sole discretion without notice. The  Company will not be liable if for any reason all or any part of the Platform is unavailable at  any time or for any period. From time to time, the Company may restrict access to some  parts of the Platform, or the entire Platform, to users, including registered users. Access to  the Platform may require the use of your personal computer or mobile device, as well as  communications with or use of space on those devices. You are responsible for any Internet  connection or mobile fees and charges that you incur when access the Platform.
  2. 2. Your Account
    • Account Creation. To access many of the Platform’s features, you must create  an account. Registration is free and for a single user only. To register, you must  complete the registration process by providing the Company with accurate  information as prompted by the applicable registration form. You also must choose a  password and a username. The username must not be offensive and must not  infringe another person’s service mark, trademark, or trade name. By registering, you  state that (a) all account registration, and profile information you provide is your own  and is accurate; (b) if you previously had an account on the Platform, your old  account was not terminated or suspended by the Company for violation of this  agreement; and (c) your creating an account for your own personal use. In addition, if  using or opening an account with the Platform on behalf of an entity, you state that  you (d) are an authorized representative of that entity with the authority to bind that  entity to this agreement and grant the licenses granted in this agreement; and (e)  agree to this agreement on behalf of that entity. 
    • Responsibility for Account. You are responsible for keeping your password  and account confidential. Further, you are responsible for all activities that occur  under your account. You must notify the Company promptly of any unauthorized use  of your account or any other security breach. You must not sell, rent, lease, share, or  provide access to your account to anyone else, including charging anyone for access  to administrative rights on your account. The Company may disable any username,  password, or other identifier, whether chosen by you or provided by the Company, at  any time in its sole discretion for any reason or no reason, including if, in the  Company’s opinion, you have violated any part of this agreement. 
    • Liability for Account Misuse. The Company will not be liable for any loss that  you may incur as a result of someone else using your password or account, either  with or without your knowledge. You could be held liable for losses incurred by the  Company or another party due to someone else using your account or password.
    • Use of Other Accounts. You must not use anyone else’s account at any time.
    • Account Security. The Company cares about the integrity and security of your  personal information. But the Company cannot guarantee that unauthorized third  parties will never be able to defeat the Platform’s security measures or use any  personal information you provide to the Company for improper purposes. You  acknowledge that you provide your personal information at your own risk.
    • Communication Preferences. By registering for an account, you consent to  receiving electronic communications from the Company relating to your account.  These communications may involve sending emails to your email address provided  during registration or posting communications on the Platform and will include  notices about your account (e.g., change in password, confirmation emails, and other  transactional information) and are part of your relationship with the Company. You  acknowledge that any notices, agreements, disclosures, or other communications  that the Company sends to you electronically will satisfy any legal communication  requirements, including that these communications be in writing. The Company  recommends that you keep copies of electronic communications by printing a paper  copy or saving an electronic copy. You also consent to receiving certain other  communications from the Company, including newsletters about new features and  content, special offers, promotional announcements, and customer surveys via email  or other methods. If you no longer want to receive certain non-transaction  communications, please review the Privacy Policy regarding opting out of marketing communications. 
  3.  Intellectual-Property Rights
    • Ownership. The Company owns and operates the Platform. Unless otherwise  indicated, all content, information, and other materials on the Platform (excluding  User Contributions, set out in section 7 below), including the visual interfaces,  graphics, design, compilation, information, software, computer code (including  source code or object code), services, text, pictures, information, data, sound files,  other files, and the selection and arrangement of them (collectively, the “Materials”)  are protected by United States and international copyright, trademark, patent, trade  secret, and other intellectual property or proprietary rights laws. All Materials  contained on the Platform are the property of the Company or its subsidiaries or  affiliated companies or third-party licensors.
    •  License Grant. The Company hereby grants you a limited, non sublicensable license (i.e., a personal and limited right) to access and use the  Platform for your internal business use only. You must not reproduce, distribute,  resell, modify, create derivative works of, publicly display, publicly perform, republish,  download, store, or transmit any of the Materials on the Platform, except as follows: 
      • Your computer may temporarily store copies of those Materials in  RAM incidental to your accessing and viewing those materials. 
      • You may store files that are automatically cached by your Web  browser for display enhancement purposes.
      • You may print or download one copy of a reasonable number of  pages of the Platform website for your own personal, noncommercial use and  not for further reproduction, publication, or distribution
      • You may download or stream any Materials to which you have  properly gained access solely for your personal, noncommercial use and not  for further reproduction, publication, or distribution. 
      • If the Company provides desktop, mobile, or other applications for  download, you may download a single copy to your computer or mobile  device solely for your own personal, noncommercial use, on condition that  you agree to be bound by the Company’s end user license agreement for  those applications. 
      • If the Company provides social media features with certain content,  you may take those actions as are enabled by those features.
  4. License Restrictions
    •  You must not
      •  Modify copies of any Materials from the Platform. 
      • Use any illustrations, photographs, video or audio sequences, or any  graphics separately from the accompanying text. 
      • Delete or alter any copyright, trademark, or other proprietary rights notices  from copies of Materials from the Platform. 
    • You must not access or use for any commercial purposes any part of  the Platform or the Services or Materials available through the Platform  unless the Company agrees otherwise in writing. 
    •  If you print, copy, modify, download, or otherwise use or provide any  other person with access to any part of the Materials in breach of this  agreement, your right to use the Platform will stop immediately and you must,  at the Company’s option, return or destroy any copies of the Materials you  have made. No interest in or to the Platform or any content on the Platform is  transferred to you, and the Company reserves all rights not expressly  granted. Any use of the Platform not expressly permitted by this agreement is  a breach of this agreement and may violate copyright, trademark, and other laws.
    • Trademarks. The Company’s name; the Company logo; the terms OSPREY – MANAGEMENT; and all related names, logos, product and service names, designs,  and slogans, as well as the look and feel of the Platform, including all page headers,  custom graphics, button icons, and scripts are trademarks or trade dress of the  Company or its affiliates or licensors. You must not use those marks in whole or in  part in connection with any product or service that is not the Company’s, in any  manner that is likely to cause confusion among customers, or in any manner that  disparages or discredits the Company, without the Company’s prior written  permission. Any use of these trademarks must be in accordance with any guidelines  that the Company may provide you from time to time. All other trademarks, names,  logos, product and service names, designs, and slogans on this Platform are the  trademarks of their respective owners. Reference on the Platform to any products,  services, processes, or other information, by trade name, trademark, manufacturer,  supplier, or otherwise does not constitute or imply endorsement, sponsorship, or  recommendation of it by the Company or any other affiliation. 
  5. Prohibited Uses –
    • You must use the Platform only for lawful purposes and in accordance with this  agreement and the Platform’s Community Guidelines. You must not use the  Platform:
      • In any way that violates any applicable federal, state, national, provincial,  local, or international law or regulation (including any laws regarding the  export of data or software to and from the US or other countries). 
      • To send, knowingly receive, upload, download, use, or re-use any   material which does not comply with the Content Standards stated in this  agreement. 
      • To transmit, or procure the sending of, any advertising or promotional  material without the Company’s prior written consent, including any “junk  mail”, “chain letter,” or “spam” or any other similar solicitation. 
      • To impersonate or attempt to impersonate the Company, a Company  employee, another user, or any other person or entity (including by using  email addresses or screen names associated with any of the foregoing)
      • To engage in any other conduct that restricts or inhibits anyone’s use or  enjoyment of the Platform, or which, as determined by the Company, may  harm the Company or users of the Platform or expose them to liability.
    • Additionally, you must not:
      •  Use the Platform in any manner that could disable, overburden, damage,  or impair the Platform or interfere with any other party’s use of the Platform,  including their ability to engage in real-time activities through the Platform.
      • Use any robot, spider, or other automatic device, process, or means to  access the Platform for any purpose, including monitoring or copying any of  the Materials on the Platform. 
      • Use any manual process to monitor or copy any of the Materials on the  Platform or for any other unauthorized purpose without the Company’s prior  written consent. 
      • Use any device, software, or routine that interferes with the proper  working of the Platform
      • Introduce any viruses, trojan horses, worms, logic bombs, or other  material which is malicious or technologically harmful. 
      • Attempt to gain unauthorized access to, interfere with, damage, or disrupt  any parts of the Platform, the server on which the Platform is stored, or any  server, computer, or database connected to the Platform. 
      • Attack the Platform via a denial-of-service attack or a distributed denial-of service attack.
      • Otherwise attempt to interfere with the proper working of the Platform.
  6. User Contributions
    • In General. The Platform allows users to distribute streaming live and pre recorded audiovisual works; to use services, such as chat and interactive services;  and to participate in other activities and interactive features (collectively, “Interactive  Services”) in which you may create, post, submit, publish, display, perform, transmit,  or store content, messages, text, sound, images, applications, code, or other data or  materials on the Platform (collectively, “User Contributions”). All User Contributions  must comply with the Content Standards stated in section 9 and the Platform’s  Community Guidelines. Any User Contribution you post to the Platform will be  considered nonconfidential and nonproprietary.
    • License to the Company
      • Unless otherwise agreed to in a written agreement between you and  the Company, if you submit, transmit, display, perform post, or store User  Contributions using the Platform, you hereby grant the Company and its  affiliates and service providers, and each of their and the Company’s  respective licensees, successors, and assigns, to the furthest extent and for  the maximum duration permitted by applicable law (including in perpetuity if  permitted under applicable law), an unrestricted, worldwide, irrevocable, fully  sublicensable, nonexclusive, and royalty-free license to (i) use, reproduce,  modify, adapt, publish, translate, create derivative works from, distribute,  perform, and display those User Contributions (including for promoting and  redistributing all or part of the Platform (and derivative works of them)) in any  form, format, media, or media channels now known or later developed or  discovered; and (ii) use the name, identity, likeness, and voice (or other  biographical information) that you submit in connection with those User  Contributions. Should those User Contributions contain the name, identity,  likeness, and voice (or other biographical information) of third parties, you  state that you have obtained the appropriate consents and licenses for your  use of those features and that the Company and its affiliates and service  providers, and each of their and the Company’s respective licensees,  successors, and assigns are allowed to use them to the extent indicated in  this agreement.
      • With respect to streaming live and pre-recorded audiovisual works,  the rights granted by you under this agreement terminate once you delete  those User Contributions from the Platform or generally by closing your  account, except (i) if you shared it with others as part of the Platform and  others copied or stored parts of the User Contributions (e.g., made a clip); (ii)  the Company used it for promotional purposes; and (iii) for the reasonable  time it takes to remove from backup and other systems.
    • User Contributions Representations and Warranties. You acknowledge that  you are solely responsible for any User Contributions you submit or contribute, and  you, not the Company, have full responsibility for that content, including its legality,  reliability, accuracy, and appropriateness. The Company is not responsible, or liable  
    • to any third party, for the content or accuracy of any User Contributions posted by  you or any other user. You state that the following facts are accurate: (a) you own or  control all rights in and to the User Contributions and have the right to grant the  license granted above to the Company and its affiliates and service providers, and  each of their and the Company’s respective licensees, successors, and assigns; (b)  your User Contributions do not and will not (i) infringe, violate, or misappropriate any  third-party right, including any copyright, trademark, patent, trade secret, moral right,  privacy right, right of publicity, or any other intellectual property or proprietary right or  (ii) defame any other person; (c) your User Contributions do not contain any viruses,  adware, spyware, worms, or other harmful or malicious code; (d) unless you have  received prior written authorization, your User Contributions specifically do not  contain any confidential information of the Company or third parties; and (e) your  User Contributions otherwise comply with the Content Standards stated in section 9  and the Platform’s Community Guidelines[A3] . 
    • Content is Uploaded at Your Own Risk. The Company uses reasonable  security measures to attempt to protect User Contributions against unauthorized  copying and distribution. However, the Company does not guarantee that any  unauthorized copying, use, or distribution of User Contributions by third parties will  not take place. To the fullest extent permitted by applicable law, the Company will not  be liable for any unauthorized copying, use, or distribution of User Contributions by  third parties, and you release and forever waive any claims you may have against  the Company for any such unauthorized copying or usage of the User Contributions,  under any theory. The security measures to protect User Contributions used by the  Company are provided and used “as is” and with no warranties, guarantees,  conditions, assurances, or other terms that such security measures will withstand  attempts to evade security mechanisms or that there will be no cracks, disablements,  or other circumvention of those security measures. 
  7. Monitoring and Enforcement; Termination
    • The Company may: 
      • Remove or refuse to post any User Contributions for any or no reason  in the Company’s sole discretion;
      • Take any action with respect to any User Contribution that the  
      • Company considers necessary or appropriate in its sole discretion, including  if the Company believes that that User Contribution violates this agreement,  including the Content Standards stated in section 9, or the Platform’s  
      • Community Guidelines; infringes any intellectual-property right or other right  of any person or entity; threatens the personal safety of users of the Platform  or the public; or could create liability for the Company; 
      •  Disclose your identity or other information about you to the extent  required by law to any third party who claims that material posted by you  violates their rights, including their intellectual-property rights or their right to privacy; 
      •  Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Platform; or 
      • Terminate or suspend your access to all or part of the Platform for any reason, including any violation of this agreement.
    •  The Company will fully cooperate with any law enforcement authorities or court  order requesting or directing the Company to disclose the identity or other  information of anyone posting any materials on or through the Platform. You waive  and hold harmless the Company and the Company’s affiliates, licensees, and service  providers from any claims resulting from any action taken by any of the foregoing  parties during, or taken as a consequence of, investigations by either those parties or  law enforcement authorities. 
    • The Company does not undertake to review material before it is posted on the  Platform and cannot ensure prompt removal of objectionable material after it has  been posted. Accordingly, the Company assumes no liability for any action or  inaction regarding transmissions, communications, or content provided by any user or third party. The Company has no liability or responsibility to anyone for  performance or nonperformance of the activities described in this section 8.
  8. Content Standards. These content standards apply to all User Contributions and  use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, national, provincial, local, and international laws and regulations.  User Contributions must not: 
    • Contain any material that is defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise  objectionable.
    • Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. 
    •  Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. 
    • Violate the legal rights (including the rights of publicity and privacy) of any  person or contain any material that could give rise to any civil or criminal liability  under governing laws or otherwise may be in conflict with this agreement or the Privacy Policy.
    • Be likely to deceive any person.
    • Depict private or personal information of any person
    • Promote or solicit any illegal activity, or advocate, promote, or assist any  unlawful act, including promoting or facilitating prostitution of another person, sex trafficking, or human trafficking. 
    • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. 
    • Impersonate any person or misrepresent your identity or affiliation with any person or organization. 
    • Involve commercial activities or sales, including non-sanctioned contests,  sweepstakes, and other sales promotions, barter, or advertising.
    • Give the impression that they emanate from or are endorsed by the Company or any other person, if this is not the case.
    • Contain viruses, worms, or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications. 
  9.  Copyright Infringement. If you believe that any User Contribution violates your  copyright, please see the Copyright Policy for instructions on sending the Company a notice  of copyright infringement. It is the Company’s policy to terminate the user accounts of repeat  infringers. 
     Third-Party Content
    • In addition to the User Contributions, the Company may provide other third party content on the Platform (collectively, the “Third-Party Content”). The  Company does not control or endorse any Third-Party Content and makes no  representation or warranties of any kind regarding the Third-Party Content, including  regarding its accuracy or completeness. Please be aware that the Company does not  create Third-Party Content, update, or monitor it. Therefore, the Company is not  responsible for any Third-Party Content on the Platform.
    • ou are responsible for deciding if you want to access or use third-party  websites or applications that link from the Platform (“Reference Sites”). The  Company does not control or endorse any such Reference Sites or the information,  materials, products, or services contained on or accessible through Reference Sites,  and makes no representations or warranties of any kind regarding the Reference  Sites. In addition, your correspondence or business dealings with, or participation in  promotions of, advertisers found on or through the Platform are solely between you  and that advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk. 
  10.  No Offsite Communications. You must not use the Platform to arrange face-to face meetings offline with any other user or broadcaster, including exchanging money or  other consideration for sex or companionship. The Company prohibits any form of interaction  with a user or broadcaster outside of the Platform. If you choose to do so, you do this at your  own risk and the Company will not be liable to you for any consequences of your choice.
  11. Changes to the Platform. The Company may update the Platform’s content from  time to time, but its content is not necessarily complete or up to date. Any of the Platform’s  material may be out of date at any given time, and the Company is not required to update that material. 
  12. Information About You and Your Visits to the Platform. For information about how the Company collects, uses, and shares your personal data, please review the Privacy Policy
  13. Use Outside of the United States. The owner of the Platform is based in the United  States. The Company makes no claims that the Platform or any of its content is accessible or  appropriate outside of the United States. Access to the Platform may not be legal by certain  persons or in certain countries. If you access the Platform from outside the United States,  you do so on your own initiative and are responsible for complying with local laws. 
  14. Warranty Disclaimers
    •  You acknowledge that the Company cannot and does not state that files  available for downloading from the Internet or the Platform will be free from loss,  corruption, attack, viruses or other destructive code, interference, hacking, or other  security intrusions. You are responsible for implementing sufficient procedures and  checkpoints to satisfy your particular requirements for antivirus protection and  accuracy of data input and output, and for keeping a means external to the Platform  for any reconstruction of any lost data. The Company will not be liable for any loss or  damage caused by a distributed denial-of-service attack, viruses, or other  technologically harmful material that might infect your computer equipment, computer  programs, data, or other proprietary material due to your use of the Platform or any  services or items obtained through the Platform or to your downloading of any material posted on the Platform, or on any website linked to it. 
    • Your use of the Platform, its content, and any services or items obtained  through the Platform is at your own risk. The Company provides the Platform, its  content, and any services or items obtained through the Platform “as is,” “with all  faults,” and “as available,” without making any warranty, either express or implied.  
    • The Company is not making any warranty (1) that the Platform, its content, or any  services or items obtained through the Platform are or will be accurate, reliable,  error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Platform or  the server that makes it available are free of viruses or other harmful components; or  (4) that the Platform or any services or items obtained through the Platform will  otherwise meet your needs or expectations. 
    •  The Company is not making any warranty, whether express, implied,  statutory, or otherwise, including warranty of merchantability, title, noninfringement,  privacy, security, and fitness for a particular purpose. No advice or information,  whether oral or written, obtained from the Company, the Platform, or elsewhere will  create any warranty not expressly stated in this agreement.
  15. Limit on Liability; Release
    • The Company, its directors, officers, employees, agents, subsidiaries,  affiliates, licensors, content providers, and service providers will not be liable to you for any of the following: 
      •  Errors, mistakes, or inaccuracies of content;
      • Personal injury or property damage resulting from your access to  and use of the Platform or its content; 
      • Content (including User Contributions) or conduct that is infringing,  inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory,  libelous, abusive, invasive of privacy, or illegal; 
      • Unauthorized access to or use of the Company’s servers and any  personal or financial information stored in them, including unauthorized  access or changes to your account, submissions, transmissions, or data; 
      • Interruption or cessation of transmission to or from the Platform; 
      • Bugs, viruses, Trojan horses, malware, ransomware, or other  disabling code that may be transmitted to or through the Platform by any  person or that might infect your computer or affect your access to or use of  the Platform, your other services, hardware, or software; 
      • Incompatibility between the Platform and your other services, hardware, or software; 
      • Delays or failures you might experience in starting, conducting, or  completing any transmissions to or transactions with the Platform; or
      • Loss or damage incurred because of the use of any content posted,  emailed, sent, or otherwise made available through the Platform.
    • You hereby release the Company, its directors, officers, employees, agents,  subsidiaries, affiliates, licensors, content providers, and service providers from all  liability arising out of User Contributions or the conduct of other users or third parties,  including disputes between you and one or more other users or third parties.
  16. Exclusion of Damages; Exclusive Remedy
    • Unless caused by gross negligence or intentional misconduct, the Company,  its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content  providers, and service providers will not be liable to you for any direct, indirect,  special (including so-called consequential damages), statutory, punitive, or  exemplary damages arising out of or relating to your access or your inability to  access the Platform or its content. This exclusion applies regardless of theory of  liability and even if you told the Company about the possibility of these damages or  the Company knew or should have known about the possibility of these damages.
    • The Company, its directors, officers, employees, agents, subsidiaries,  affiliates, licensors, content providers, and service providers will not be liable to you  for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress,  (4) loss of revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7)  loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of privacy, or (11) computer  failure related to your access of or your inability to access the Platform or its content.  This exclusion applies regardless of theory of liability and even if you told the  Company about the possibility of these damages or the Company knew or should  have known about the possibility of these damages.
    •  If you are dissatisfied with the Platform or have any other complaint, your  exclusive remedy is to stop using the Platform. The maximum liability of the  Company and its directors, officers, employees, agents, subsidiaries, affiliates,  licensors, content providers, and service providers to you for any claim will not  exceed the greater of $250 and the amount you have paid to the Company for the  applicable purchase out of which liability arose even if the remedy fails of its  essential purpose. 
  17. Waiver of Section 1542. With respect to the releases of liability set out in this  agreement, you acknowledge that you understand the consequences of entering into the  general release and discharge of all known and unknown claims as stated in this agreement  and that you are familiar with the provisions of section 1542 of the California Civil Code,  which provides that: A general release does not extend to claims that the creditor or releasing party does not  know or suspect to exist in his or her favor at the time of executing the release and that, if  known by him or her, would have materially affected his or her settlement with the debtor or released party.  You hereby waive all rights under section 1542 and under any other federal or state statutes or laws of similar effect.
  18. Scope of Disclaimers, Exclusions, and Limits. The disclaimers, exclusions, and  limits stated in sections 18, 19, and 20 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive you of any mandatory protections provided  to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties,  the exclusion of some damages, or other matters, one or more of the disclaimers,  exclusions, or limits will not apply to you. 
  19. Indemnification
    • In General. You will pay the Company, its directors, officers, employees,  agents, contractors, subsidiaries, affiliates, licensors, content providers, and service  providers (the “Indemnified Parties”) for any loss of the Indemnified Parties’ that is  caused by any of the following: (a) your access of, or conduct on, the Platform,  including your User Contributions; (b) your conduct off the Platform; (c) your breach  of this agreement or the Platform’s Community Guidelines[A5] ; (d) your violation of  rights of any person, including intellectual property, publicity, and privacy rights; (e)  your violation of any applicable law; (f) your tortious acts or omissions; or (g) your  criminal acts or omissions. But you are not required to pay if the loss was caused by  the Indemnified Party’s intentional misconduct. 
    • Definitions
      •  “Loss” means an amount that the Indemnified Party is legally  responsible for or pays in any form. Amounts include, for example, a  judgment, a settlement, a fine, damages, injunctive relief, staff compensation,  a decrease in property value, and expenses for defending against a claim for  a loss (including fees for legal counsel, expert witnesses, and other  advisers). A loss can be tangible or intangible; can arise from bodily injury,  property damage, or other causes; can be based on tort, breach of contract,  or any other theory of recovery; and includes incidental, direct, and  consequential damages. 
      •  A loss is “caused by” an event if the loss would not have happened  without the event, even if the event is not a proximate cause of the loss.
    • Indemnified Party’s Duty to Notify You. The Indemnified Party will notify you  before the 30th day after the Indemnified Party knows or should reasonably have  known of a claim for a loss that you might be compelled to pay. But the Indemnified  Party’s failure to timely notify you does not end your obligation, except if that failure prejudices your ability to defend or mitigate losses.
    • Legal Defense of a Claim. The Indemnified Party has control over defending a  claim for a loss (including settling it) unless the Indemnified Party directs you to  control the defense. If the Indemnified Party directs you to control the defense, you  will not settle any litigation without the Indemnified Party’s written consent if the  settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the  Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from  liability. You and the Indemnified Party will cooperate with each other in good faith on a claim.
    • No Exclusivity. The Indemnified Parties’ rights under this section 23 do not affect other rights they might have. 
  20. Dispute Resolution
    • Governing Law. United States District Court law, without giving effect to any  conflicts of law principles, governs all matters arising out of or relating to the Platform  or this agreement. The predominant purpose of this agreement is providing services  and licensing access to intellectual property and not a “sale of goods.” This  agreement will not be governed by the United Nations Convention on Contracts for  the International Sale of Goods, the application of which is expressly excluded. 
    • Jurisdiction and Venue. All disputes arising out of or relating to the Platform  or this agreement that are not subject to arbitration will be subject to the exclusive  jurisdiction and venue of the United States District Court or any state court of  competent jurisdiction in the United States, and each party hereby submits to the  personal jurisdiction of those courts. Each party hereby waives any right to seek  another forum or venue because of improper or inconvenient forum.
    •  Arbitration. As the exclusive means of initiating adversarial proceedings to  resolve any dispute arising out of or relating to the Platform or this agreement, a  party may demand that any such dispute be resolved by binding arbitration  administered by the Arbitration Resolution Services, Inc. (ARS) (or a similar online  dispute resolution provider if ARS is not available) in accordance with its rules  available at www.arbresolutions.com, and each party hereby consents to any such  dispute being so resolved. The arbitrator, and not any federal, state, or local court or  agency, will have exclusive authority to resolve all disputes arising out of or relating  to the interpretation, enforceability, or formation of this agreement, including any  claim that all or any part of this agreement is void or voidable. Each party will be  responsible for paying any filing, administrative, and arbitrator fees associated with  the arbitration. The arbitrator may grant whatever relief that would be available in a  court at law or in equity, except that the arbitrator must not award punitive or  exemplary damages, or damages otherwise limited or excluded in this agreement.  The arbitrator’s award will include costs of arbitration, reasonable legal fees under  section 24.5, and reasonable costs for expert and other witnesses. Judgment on any  award rendered in any such arbitration may be entered in any court having  jurisdiction. Unless required by law, neither a party nor an arbitrator will disclose the  existence, content, or results of any arbitration under this agreement without the  advance written consent of both parties.
    • Injunctive Relief. The parties acknowledge that breach by either party of the  obligations under this agreement could cause irreparable harm for which damages  would be an inadequate remedy. Nothing in this section 24 will prevent either party  from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Platform, in each  case without posting a bond or other security and without proof of actual money damages in connection with the claim. 
    •  Recovery of Expenses. In any proceedings between the parties arising out of  or relating to the subject matter of this agreement, the prevailing party will be entitled  to recover from the other party, besides any other relief awarded, all expenses that  the prevailing party incurs in those proceedings, including legal fees and expenses.  For purposes of this section 24.5, “prevailing party” means, for any proceeding, the  party in whose favor an award is rendered, except that if in those proceedings the  award finds in favor of one party on one or more claims or counterclaims and in favor  of the other party on one or more other claims or counterclaims, neither party will be  the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as  part of settlement of that dispute, neither party will be the prevailing party in those  proceedings. 
    • Jury Trial Waiver. Each party hereby waives its right to a trial by jury in any  proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial. 
    • Class Action Waiver. All claims must be brought in the parties’ individual  capacity, and not as a plaintiff or class member in any purported class or  representative proceeding, and, unless the Company agrees otherwise, the arbitrator  will not consolidate more than one person’s claims. Both parties acknowledge that  each party is waiving the right to participate in a class action. 
    • Limitation on Time to Bring Claims. A party will not bring a claim arising out of  or relating to the Platform or this agreement more than one year after the cause of  action arose. Any claim brought after one year is barred
  21. General
    •  Entire Agreement. This agreement and the Platform’s Community Guidelines  constitutes the entire agreement between you and the Company about your access to and use of the Platform and supersedes all earlier or contemporaneous  agreements between you and the Company about access to and use of the Platform.  Any additional terms on the Platform will govern the items to which they pertain.
    •  Changes. The Company may change this agreement on one or more  occasions. The Company will try to post changes on the Platform at least 15 days before they become effective. Changes will become effective on the “last updated”  date stated at the top of this agreement. Changes will not apply to continuing  disputes or to disputes arising out of (or relating to) events happening before the  posted changes. While the Company will try to notify you when the Company  changes this agreement, the Company does not assume an obligation to do so, and  it is your responsibility to frequently check this page to review the most current  agreement. By continuing to use the Platform after the Company posts changes to  this agreement, you agree to the revised agreement. If you do not agree to the  revised agreement, your exclusive remedy is to stop accessing the Platform. If you  need more information about the changes or have any other questions or comments  about the changes, please contact the Company at compliance@osprey management.com.
    • Assignment and Delegation. The Company may assign its rights or delegate  any performance under this agreement without your consent. You will not assign  your rights or delegate your performance under this agreement without the  Company’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 25.3 is void.
    • Waiver. If the Company fails to exercise or enforce any right or provision of  this agreement, it will not constitute a waiver of that right or provision. Any waiver of  any provision of this agreement will be effective only if in writing and signed by the  relevant party.
    • Severability. If any part of this agreement is declared unenforceable or  invalid, the remainder will continue to be valid and enforceable.
    • Notices
      • Sending Notice to the Company. You may send notice to the  Company by email to compliance@osprey-management.com unless a  specific email address is set out for giving notice. The Company will consider  an email notice received by the Company only when its server sends a return  message to you acknowledging receipt. The Company may change its  contact information on one or more occasions by posting the change on the  Platform. Please check the Platform for the most current information for  sending notice to the Company.
      • Sending Notice to You-—Electronic Notice. You consent to receiving  any notice from the Company in electronic form either (1) by email to the last  known email address the Company has for you or (2) by posting the notice  on a place on the Platform chosen for this purpose. The Company will  consider notices sent to you by email received when its email service shows  transmission to your email address. You state that any email address you  gave the Company for contacting you is a current and valid email address for  receiving notice, and that your computer has hardware and software  configured to send and receive email through the Internet and to print any  email you receive. 
    • Force Majeure. The Company is not responsible for any failure to perform if  unforeseen circumstances or causes beyond its reasonable control delays or  continues to delay its performance, including (a) acts of God, including fire, flood,  earthquakes, hurricanes, tropical storms, or other natural disasters; (b) war, riot,  arson, embargoes, acts of civil or military authority, or terrorism; (c) fiber cuts; (d)  strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials; (e)  failure of the telecommunications or information services infrastructure; and (f)  hacking, SPAM, or any failure of a computer, server, network, or software. 
    • No Third-Party Beneficiaries. This agreement does not, and the parties do not  intend it to, confer any rights or remedies on any person other than the parties to this  agreement. 
    • Successors and Assigns. This agreement benefits and binds the parties and  their respective heirs, successors, and permitted assigns
    • Electronic Communications Not Private. The Company does not provide  facilities for sending or receiving confidential electronic communications. You should  consider all messages sent to the Company or from the Company as open  communications readily accessible to the public. You should not use the Platform to  send or receive messages you only intend the sender and named recipients to read.  Users or operators of the Platform may read all messages you send to the Platform  regardless of whether they are intended recipients. 
    •  Electronic Signatures. Any affirmation, assent, or agreement you send  through the Platform will bind you. You acknowledge that when you click on an “I  agree,” “I consent,” or other similarly worded “button” or entry field with your mouse,  keystroke, or other device, your agreement or consent will be legally binding and  enforceable and the legal equivalent of your handwritten signature.
    • 21.12 Consumer Rights Information—California Residents Only. This section 25.12  applies only to California residents. In compliance with section 1789 of the California  Civil Code, please note the following: 
      • Osprey -management 9515 Hillwood Drive, Las Vegas, Nevada 89134 (702)-541-6379 
      • Users who wish to gain access to the password-restricted area of the Platform must  register. The Company does not charge consumers for registering. You may contact  the Company at compliance@osprey-management.com to resolve any disputes or to  receive further information about the Platform. 
    •  Complaints—California Residents. You may contact in writing the Complaint  Assistance Unit of the Division of Consumer Services of the Department of  Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by  telephone at +1 (916) 445-1254. 
    •  Feedback. The Company encourage you to provide feedback about the  Platform or the Services. But the Company will not treat as confidential any  suggestion or idea provided by you, and nothing in this agreement will restrict its right  to use, profit from, disclose, publish, or otherwise exploit any feedback, without  payment to you.
    •  Survival. On termination of this agreement, any provision which, by its nature  or express terms should survive, will survive the termination of this agreement. 
    • Your Comments and Concerns. You should direct all feedback, comments,  requests for technical support, and other communications relating to the Platform to the Company by email to compliance@osprey-management.com.