Terms and Conditions Welcome to the Lush Enterprises LLC (“Lush Enterprises LLC”) website (the “Site”). This page outlines the terms and conditions (the “Terms and Conditions”) for your use of the Site and the associated and affiliated sites and the content (collectively, the “Educational Materials”) accessed herein. Lush Enterprises LLC reserves the right to suspend, replace, modify, amend, or terminate these Terms and Conditions at any time and within its sole and absolute discretion. In the event Lush Enterprises LLC replaces, modifies, or amends these Terms and Conditions, your continued use of Educational Materials after a change in the Effective Date of said changes will constitute your agreement to any replacement, modification, or amendment to these Terms and Conditions. Accordingly, you should review the Terms and Conditions periodically as your continued access or use of the Site and the Educational Materials shall be deemed to be your acceptance of the amended terms and conditions. BY ACCESSING THE EDUCATIONAL MATERIALS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. User Representations By using the Site you represent that you have the legal capacity to agree to these Terms and Conditions. If you are accessing the Site and the Educational Materials on behalf of a third party, then you represent that you have actual authority to act as an agent of that third party, and that you have the right and ability to agree to and bind that third-party or business entity to these Terms and Conditions. If you are a non-US resident or under the age of majority and have already subscribed to our services, please cancel your account and do not use the account. The Site and Educational Materials are offered and available to users who are able to enter into an enforceable agreement with Lush Enterprises LLC, and by using the Site or participating in our Services, you represent and warrant that you are of legal age to form a binding contract with us. You represent that your use of the Educational Materials does not violate any applicable law, regulation, ordinance, statute, or treaty. You further represent that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement. You further represent that you are fully apprised of the risks associated with using the Educational Materials. Limited License The Company provides you with a limited, non-exclusive, non-sublicensable, nonassignable, revocable, and royalty-free license to use the Educational Materials for their customary and intended purposes. You acknowledge and agree that your limited use of the Educational Materials does not entitle you to any license or intellectual property rights to any technology, intellectual property, copyrights, trademarks, or trade secrets of the Company or any third-party contractor thereof. You acknowledge and agree that your use of the Educational Materials is limited by the terms of these Terms and Conditions, and you expressly agree that you will not use the Educational Materials in 51173393 v3 2 any manner that is not expressly authorized under the terms of these Terms and Conditions. Lush Enterprises LLC reserves all of its rights not expressly granted through this Agreement. This license is revocable at any time, and any rights not expressly granted in this Agreement are reserved by Lush Enterprises LLC. Prohibited Uses You are expressly prohibited from using the Educational Materials to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international, or to violate the rights of a third-party, including, but not limited to intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Although Lush Enterprises LLC may provide data, information, and content relating to investment approaches and opportunities to make trades, engage in investment activity, and incur indebtedness for certain purposes, such data, information and content is provided solely for general informational and educational purposes. Lush Enterprises LLC does not invite you to take any action based upon any of the Educational Materials; you should not construe any such data, information, or content as investment, financial, tax, legal, or other kind of advice. Before deciding to participate in financial markets, you should carefully consider your investment objectives, level of experience and risk appetite. By your use of the Site and the Educational Materials, you acknowledge that investment activity is inherently risky and past performance is not indicative of future results. You should always consult your legal, tax, and financial advisors prior to using the Educational Materials for any purpose. Opinions, advice, statements or other comments contained herein should not necessarily be relied upon and are not to be construed as professional advice from Lush Enterprises LLC. Lush Enterprises LLC further makes no representations that any data, information, and content on the Site is accurate or complete. You alone will bear the sole responsibility of evaluating the merits and risks associated with using any such data, information, and content. You agree not to seek to hold Lush Enterprises LLC liable for any possible claims of damages that may arise from any decision that you make based upon the use of data, information, and content on the Site Purchases and Refunds Lush Enterprises LLC may provide the Educational Materials and other information contained within the Site at a cost. Prices and availability are subject to change without notice. It is your responsibility to thoroughly read and understand any such terms and conditions. By making any such purchases, you agree that Lush Enterprises LLC has no responsibility and acquires no liability for any claim related to your purchases. Upon the complete purchase of a product, service, subscription, or access to certain portions of the Site, Lush Enterprises LLC will make any said product, service, or access available to you following the approved transaction. There are no refunds on any Educational Materials purchased from Lush Enterprises LLC except as explicitly set forth in the Expectation Agreement contained in the Site. 51173393 v3 3 Trademarks You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on the Site or contained within the Educational Material are common law or registered trademarks owned by or licensed to Lush Enterprises LLC. You are expressly prohibited from using the trademarks of Lush Enterprises LLC to cause confusion, cause mistake, deceive consumers, or from falsely designating the origin of, source of, or sponsorship of your goods or services. You are further prohibited from using the trademarks of Lush Enterprises LLC in domain names, keyword advertisements, trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners. Access to this website does not confer and shall not be considered as conferring upon anyone any license. All rights in the Site are owned by or licensed to us or third-party suppliers. Any use of the Site or its contents, including but not limited to the Educational Materials, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use is prohibited. You cannot modify, distribute or re-post anything on this website for any purpose. Lush Enterprises LLC names and logos and all related products and services and our slogans are the trademarks or service marks of Lush Enterprises LLC or licensed to Lush Enterprises LLC. No trademark or service mark license is granted in connection with use of the Educational Materials or the Site. Access to the Site does not authorize anyone to use any name, logo or mark in any manner. All materials, including images, text, illustrations, designs, icons, photographs, programs, audio clips or downloads, video clips and written and other materials that are part of the Site or contained within the Educational Materials (collectively, the “Contents”) are intended solely for personal, non-commercial use. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site, or any related software. All software used on the Site is the property of Lush Enterprises LLC or its affiliates and protected by laws of The United States of America. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Contents on the Site is strictly prohibited. Unless otherwise noted, all Contents are copyrights, trademarks and/or other intellectual property owned, controlled or licensed by the Lush Enterprises LLC, one of its affiliates or by third parties who have licensed their materials to us and are protected by laws of The United States of America. The compilation (meaning the collection, arrangement, and assembly) of all Contents on the Site is the exclusive property of Lush Enterprises LLC and is also protected by the laws of The United States of America. Disclaimer of Warranties and Limitation of Liability YOU ACKNOWLEDGE AND AGREE THAT THE EDUCATIONAL MATERIALS AND SITE ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, 51173393 v3 4 MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT LUSH ENTERPRISES LLC WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO INFORMATION ON THE SITE AND YOUR USE OF OR ACCESS TO THE EDUCATIONAL MATERIALS OR THE SITE, INCLUDING, BUT NOT LIMITED TO COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SITE OR DOWNTIME. LUSH ENTERPRISES LLC DOES NOT WARRANT THAT ANY FUNCTION ON THE SITE OR ANY SERVICE WILL BE UNINTERRUPTED OR ERRORFREE. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND/OR THE SITE IS AT YOUR SOLE RISK AND THAT LUSH ENTERPRISES LLC’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE EDUCATIONAL MATERIALS OR $1,000, WHICHEVER IS LESS. Use of Artificial Intelligence: Lush Enterprises LLC may utilize artificial intelligence technologies to enhance user experience, improve service delivery, and provide personalized content. By using the site Replace Your University, you consent to the collection and use of information as described in our Privacy Policy. You agree not to use Lush Enterprises LLC’s artificial intelligence services for any unlawful or prohibited purpose. Indemnification You agree to indemnify, defend, and hold harmless Lush Enterprises LLC, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all claims and expenses, including but not limited to costs and attorneys’ fees, arising out of or related to your use of the Site and the Educational Materials; your violation of any of these Terms and Conditions. Your obligation to defend Lush Enterprises LLC will not provide you with the ability to control Lush Enterprises LLC’s defense, and Lush Enterprises LLC the Company reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification. Arbitration YOU ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, INCLUDING ANY CLAIM OR CONTROVERSY CONCERNING INTERPRETATION OF THIS AGREEMENT OR YOUR USE OF THIS SERVICES, WILL BE SETTLED BY ARBITRATION PURSUANT TO THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA). THIS ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR RANDOMLY SELECTED FROM A LIST OF NEUTRAL ARBITRATORS MAINTAINED BY THE AAA. JUDGEMENT ON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATOR WILL BE PROVIDED WITH THE RIGHT TO AWARD COSTS AND ATTORNEYS’ FEES TO THE PREVAILING PARTY. THIS ARBITRATION WILL BE HELD IN TENNESSEE AND BOTH YOU AND LUSH ENTERPRISES LLC AGREE THAT YOU WILL BE REQUIRED TO BE PRESENT IN TENNESSEE FOR ARBITRATION UNDER THE TERMS OF THIS AGREEMENT AND HEREBY SUBMIT TO EXCLUSIVE PERSONAL JURISDICTION IN 51173393 v3 5 TENNESSEE. THE ARBITRATOR WILL APPLY THE LAWS OF TENNESSEE IN DECIDING ANY CONTROVERSY OR CLAIM PURSUANT TO THIS AGREEMENT. Force Majeure Lush Enterprises LLC shall not be liable for any claims, losses, damages, costs or expenses, including attorneys’ fees, caused, directly or indirectly, by any events, actions or omissions, including, without limitation, claims, losses, damages, costs or expenses, including attorneys’ fees, resulting from civil unrest, war, insurrection, international intervention, governmental action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), natural disasters, acts of God, market conditions, inability to communicate with any relevant person or any delay, disruption, failure or malfunction of any transmission or communication system or computer facility, whether belonging to Lush Enterprises LLC, you, or a third party. Survivability The representations, warranties, duties, and covenants made by you under these Terms and Conditions will survive the termination of these Terms and Conditions or your use of the Site and the Educational Materials, including, but not limited to your duty to indemnify and defend Lush Enterprises LLC. Severability In the event that any of these Terms and Conditions is deemed invalid or unenforceable by the court of competent jurisdiction, the remaining provisions of these Terms and Conditions will remain in full force and effect. Waiver No provision of these Terms and Conditions or breach hereof will be deemed to have been waived or consented to, unless said waiver is in writing and signed by the party to be charged. Entire Agreement These Terms and Conditions contain the entire agreement regarding the use of the Educational Materials and the Site and supersede all prior understandings, agreements, or representations regarding the subject matter thereof, whether written or oral. Privacy Policy: Please see link in footer of website covering our Privacy Policy Security of Information: Covered in Privacy Policy. Please see link in footer of website covering our Privacy Policy.
