Terms of Service

The operator of this website, Paramount Capital Group, LLC, referred to herein as “PARAMOUNT” or sometimes “we, “us” or “our”, offers this website and any other such websites (collectively referred to as “this Website”) as a service to the public. By using this Website, you are agreeing that you have read and understood these Terms of Use and agree to comply with and be bound by these Terms of Use. You also agree to comply with all laws and regulations applicable to the use of this Website, to the use of the Internet, and to the activities involved in using this Website. Please review the following terms carefully.

These Terms of Use, as amended from time to time, govern your access to and use of the websites, products and functionality provided by PARAMOUNT (the “Online Service”). We require all visitors to our websites to agree to and comply with these Terms of Use. Your right to use the website is personal to you. You represent and warrant that you have the legal authority to agree to the Terms of Use and to use this website. You acknowledge and agree to be bound by these Terms of Use by accessing, downloading, registering, signing into, browsing or using the functionality of the website. If you do not agree with these Terms of Use, you may not use this website or its functionality.

MOBILE PARTICIPANTS

You understand and agree that various entities unaffiliated with us make up the “mobile ecosystem” that enables you to access, visit and/or use the Website via your computer, mobile or other device, including without limitation equipment, hardware and software manufacturers and providers, telephone, mobile, wireless, and Internet network providers and carriers, and sellers or providers of content for use with the Website (collectively, the “Mobile Participants”). We do not represent, warrant or guarantee that all portions of the Website, or the Website as a whole, can be accessed via all mobile or other devices, or via all carriers and service plans or is available in all geographic locations.

THIRD-PARTY WEBSITES

The Website may now, or in the future, contain hyperlinks to websites operated by parties other than PARAMOUNT. Such hyperlinks are provided for Your reference only. PARAMOUNT does not control such websites and is not responsible for their content. PARAMOUNT’s inclusion of hyperlinks to other websites does not imply any endorsement of the material or products on such websites.

Your use of a third-party’s website, products or services will be subject to the third-party’s terms of use. If You decide to use or obtain the third-party’s website, products or services, any transaction between You and that third-party will be only between You and the third-party. PARAMOUNT makes no representations or warranties with respect to the third-party’s performance. YOU AGREE THAT PARAMOUNT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE YOU MAY INCUR AS THE RESULT OF A TRANSACTION YOU ENTER INTO WITH A THIRD-PARTY LINKED TO FROM PARAMOUNT’S WEBSITE.

COMPLIANCE WITH LAW

Users of this Website are solely responsible for compliance with all laws, rules and regulations, federal, state, local, or foreign, applicable to the use of this Website and the information, content, material and services contained herein. PARAMOUNT intends and has designed this Website for users 18 years of age and older and does not authorize use by anyone younger than 18.

VENUE AND JURISDICTION

Claims relating to this Website, to the use of this Website, and to the information, content material and services available through this Website are governed by the laws of the United States of America and the State of Pennsylvania, as applicable. You hereby unconditionally, voluntarily and irrevocably consent to the exclusive jurisdiction and venue of the United States District Courts of the Eastern District of Pennsylvania, and the courts of general jurisdiction of Philadelphia, Pennsylvania, in any claim or dispute concerning, relating to, or arising from this Website and any information received from or through this Website. You agree not to plead forum non conveniens in any such action and you consent to service of process.

GEOGRAPHIC RESTRICTIONS

We provide this Website for use only by people in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be permitted by law by certain people in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local statutes and regulations.

VISITOR ONLINE CONDUCT

1. You agree to use this Website only for lawful purposes.
2. You agree to use this Website only for its intended purposes.
3. PARAMOUNT reserves the right to prohibit any conduct involving this Website that it deems to be inappropriate.
4. You agree not to disrupt this Website, such as by using any device, software or routine that interferes with this Website’s proper functioning.
5. You agree not to interfere with or compromise the security of this Website.
6. You agree not to disrupt or interfere with any other user’s use of this Website.
7. You agree not to collect, record, process, or mine information about other users.
8. You agree not to solicit personal information about children, or to submit or transmit, pornography or salacious or licentious information, material, or content.
9. You agree not to send bulk e-mails, surveys, or other mass messages or to engage in keyword spamming.
10. You agree not to threaten, stalk, harm, or harass others, or promote bigotry or discrimination.
11. You agree not to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature.
12. You agree not to decompile, disassemble, or reverse-engineer any part of this Website in order to identify, acquire, copy, or emulate any source code or object code.
13. You agree that you are solely responsible for any actions you undertake, and for the text, images, photos, and all other forms of data or communication that you submit or transmit (“Your Content”) while using this Website. For purposes of this Terms of Use, Your Content does not include any personal financial information Applicants provide, as well as any information subject to our Notice of Financial Privacy Practices.
14. You agree that you will comply with all applicable local, state, federal and international laws, rules, and regulations applicable to this Website and the Internet, including United States copyright laws and export restrictions.
15. You agree not to promote a business or any other commercial enterprise or event, or otherwise use this Website for commercial purposes, except as expressly permitted by PARAMOUNT.
16. You acknowledge that, once published, Your Content cannot always be withdrawn.
17. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that enables readers to recognize you.
18. You represent that you own or have permission to use and authorize the use of Your Content on this Website.
19. You represent and warrant that all information that you provide to gain access to the services provided by this Website is accurate and truthful. Please note that you may expose yourself to liability if, for example, Your Content contains materials that is false, misleading, or defamatory, or that violates a third party’s rights, such as copyright, patent, trademark, trade secret, moral right, rights of privacy or of publicity, or any other intellectual-property or proprietary right, or contains material that is unlawful (such as hate speech or pornography), exploits or otherwise harms children, or violates or advocates the violation of any statute or regulation.
20. We may use Your Content in a number of ways, including displaying it publicly, reformatting it, incorporating it into (or displaying it next to or near) advertisements and other works, creating derivative works, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms. By using this Website, you grant PARAMOUNT an irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable right to use, copy, perform or display publicly, distribute, modify, translate, and create derivative works of, Your Content for any purpose. You also irrevocably grant the users of this Website and any other media platforms the right to access Your Content in connection with their use of this Website and such platforms. Finally, you irrevocably waive and cause to be waived any claims and assertions of moral rights or attribution with respect to Your Content.
21. We reserve the right to remove, screen, edit, reinstate or otherwise regulate Your Content from time to time at our sole discretion, without notice to you, for any reason or no reason. We disclaim all obligations to keep or provide you copies of Your Content. We do not guarantee the confidentiality of Your Content.
22. We have the right but not the obligation to regulate Your Content and any other content on the Website and to enforce these Terms of Use at any time.
23. We limit access to this Website viewing the linked web pages solely for legitimate business purposes to access the information provided by PARAMOUNT at this Website. Any access or attempt to gain access to other areas of the PARAMOUNT computer system or other information contained on the system, or any of PARAMOUNT’s computers, servers, accounts, networks, data, software or other hardware, for any purposes, whether or not associated with this Website, is strictly prohibited. You may not use any information contained on this Website other than in connection with a legitimate business purpose.

ACCURACY OF CONTENT

All information, content and material comprising or made available by PARAMOUNT on this Website (“Our Content”) serves information purposes only and Our Content is not binding upon PARAMOUNT. PARAMOUNT recommends that users exercise their own skill and care with respect to their use of this Website. Users should carefully evaluate the accuracy, currency, completeness and relevance of the material on the Website for their purposes. PARAMOUNT does not guarantee that the information is or will be complete, accurate, error-free, useful for a certain purpose or available at any particular time. PARAMOUNT makes no representation that the information contained on the site is appropriate or available for use in all countries, and access to information from places where Our Content is illegal is prohibited. PARAMOUNT is not a party to, has no involvement or interest in, makes no representations or warranties about, and has no responsibility or liability as to any communications, transactions, interactions, disputes or any relations of any kind between you and any other user, person or organization. We may, in our sole discretion and at any time, change Our Content or these Terms of Use, or modify or discontinue this Website or specific portions of it, without notice. Subsequent re-use of this site shall be deemed an agreement to any revised Terms of Use.

PRIVACY

For the privacy measures PARAMOUNT has taken and the information we retain from your visits to the Website please visit our Website Privacy Policy and our Notice of Financial Privacy Practices. These Terms of Use incorporate these documents by reference.

SUBMISSIONS AND CONFIDENTIALITY

All comments, feedback, information, and materials submitted to PARAMOUNT through the Website (“Submissions”) will become the non-confidential property of PARAMOUNT. By providing a Submission to PARAMOUNT, You grant PARAMOUNT a royalty free, perpetual, irrevocable, non-exclusive, worldwide license (with the right to sublicense) to use, reproduce, distribute, modify, create derivative works of, and publicly display, Your Submission in any media and to make, sell, offer for sale, import, and otherwise transfer Your Submission to any party for any purpose not prohibited by applicable law.

COPYRIGHT, TRADEMARK AND INTELLECTUAL PROPERTY

Our Content (including, without limitation, any computer source code, object code, html code or other code comprising this Website) is owned by or licensed to PARAMOUNT. The copyright in and to this Website and Our Content is owned by PARAMOUNT. PARAMOUNT retains and reserves all rights in and to this Website and Our Content. The reproduction, distribution, transmission, display or use of this Website and any of Our Content is prohibited without the prior written consent of PARAMOUNT.

PARAMOUNT grants you permission to display, copy, distribute, print or download Our Content for your personal use only. Except as expressly authorized by PARAMOUNT, if you display, copy, distribute, print or download Our Content on this Website, then you may not modify it and you must retain all copyright and other proprietary notices contained in this Website and Our Content.

The permission granted herein terminates automatically if you breach these Terms of Use. Upon termination of such permission, you must immediately and permanently delete and destroy any of Our Content you displayed, copied, distributed, printed or downloaded.

PARAMOUNT and the Website’s domain name are service marks, trade names, service marks, or otherwise protected property of PARAMOUNT and may not be used, copied or imitated without the prior written consent of PARAMOUNT. PARAMOUNT’s intellectual property may not be used in connection with any service or information that is not PARAMOUNT’s. PARAMOUNT’s intellectual property may not be used in any manner that is likely to cause confusion among consumers or in any manner that unfairly disparages PARAMOUNT. Other trademarks, trade names, company names, service marks and otherwise protected property displayed on this Website are the property of their respective owners and are subject to the terms and conditions applied by those owners to their intellectual property. You may not mirror any of Our Content contained in this Website on any other Website or server.

PROPRIETARY MATERIALS

The Website’s content, design, and user interface are protected by copyright pursuant to U.S. copyright laws, international treaties and other copyright laws. The Website contains copyrighted material, trademarks and other proprietary information of PARAMOUNT (collectively, “Proprietary Information”), which may include, but will not be limited to: text, email/fax communications, software, graphics, images, and sound. Except as provided in this TOU Agreement, You agree not to modify, publish, copy, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Information without prior written authorization from PARAMOUNT.

1. Responsibilities Regarding Proprietary Information. You agree to maintain Proprietary Information received from PARAMOUNT in confidence and not disclose Proprietary Information to any person or entity, except Your employees, advisors and representatives who have a need to know and who have been informed of the Proprietary nature of the information and Your obligations under this TOU Agreement with regard to nondisclosure and use of Proprietary Information.
2. Ownership of Proprietary Information. All Proprietary Information that is disclosed by PARAMOUNT to You under this TOU Agreement will be and remain property of PARAMOUNT. All Proprietary Information in tangible form will be returned promptly to PARAMOUNT or destroyed promptly by You upon termination and not retained by You or Your affiliates in any form.
3. Injunctive Relief Available. You acknowledge that unauthorized disclosure or use of Proprietary Information could irreparably damage PARAMOUNT and that adequate compensation for such damage is not available at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Proprietary Information shall, in addition to the right to seek monetary damage and attorney’s fees, give PARAMOUNT the right to seek injunctive relief, without the necessity of posting a bond.

DIGITAL MILLENNIUM COPYRIGHT ACT, TRANSMISSION OF THIRD-PARTY CONTENT

You may not copy to, upload to, post to or otherwise distribute on this Website anything protected by copyright law or other proprietary rights, unless the owner of the applicable copyright or proprietary right has given you express written authorization for such copying, uploading, posting or distribution.

Any material for which permission has been granted to copy, upload, post or otherwise distribute must contain all requisite copyright management notices and language indicating that such material is being used by express permission of the owner thereof.

The unauthorized use, uploading, posting, or distribution of information, material or content protected by copyright or other proprietary rights is illegal and may subject the malfeasant to civil penalties and criminal prosecution.

PARAMOUNT, ITS SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, ARE NOT LIABLE FOR DAMAGES RESULTING FROM ANY INFRINGEMENT RESULTING FROM YOUR ACTIONS INVOLVING COPYRIGHTED OR PROPRIETARY RIGHT PROTECTED MATERIAL.

PARAMOUNT, pursuant to the Digital Millennium Copyright Act, designates the PARAMOUNT marketing manager to receive complaints and notices of suspected copyright infringement. If you believe that your work has been copied and is accessible on this Website in a way that constitutes infringement, you may notify PARAMOUNT at [email protected] and by providing the marketing team the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. Identification of the URL or other specific location on this Website where the material that you claim is infringing is located;
4. Your address, telephone number and e-mail address;
5. Your statement, that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. Your statement, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

The marketing department may also be reached by regular mail at 1150 First Avenue Suite 1001 King of Prussia PA 19406.

You are prohibited from copying to, uploading to, posting to or otherwise distributing on, this Website any unlawful, threatening, obscene, improper, intimidating, libelous, defamatory or slanderous comments, jokes, images, information, content or material that are intended to or are likely to offend a reasonable person on the basis of his or her age, physical or mental disability, gender, race, religion, national origin, physical attributes, or any other classification that could result in any civil or criminal liability for either yourself or for PARAMOUNT, its members, shareholders, principals, directors, trustees, officers, employees, agents, affiliates or any such similarly situated persons or entities.

OWNERSHIP OF THIRD-PARTY CONTENT

PARAMOUNT may display information, content and material supplied by visitors and other third parties on its Website. PARAMOUNT maintains no editorial control over this information, content and material. The information, content and material supplied by visitors and other third parties belongs to the respective owners of thereof.

PARAMOUNT DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS OR EXISTENCE OF ANY CONTENT SUPPLIED BY VISITORS OR THIRD PARTIES, AND SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS, DAMAGE OR HARM CAUSED BY YOUR OR ANYONE ELSE’S RELIANCE ON CONTENT AVAILABLE ON THIS WEBSITE SUPPLIED BY THIRD PARTIES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND ACTING ON ANY CONTENT AVAILABLE ON THIS WEBSITE SUPPLIED BY THIRD PARTIES.

LIMITATION ON USAGE

PARAMOUNT MAY LIMIT OR TERMINATE YOUR USE OF OR ACCESS TO THE WEBSITE OR THE SERVICES PROVIDED ON THE WEBSITE WITHOUT NOTICE TO YOU.

EDITING, DELETING AND MODIFICATION

PARAMOUNT reserves the right in its sole discretion to edit, delete, modify, suspend or discontinue any information, content, material, feature, aspect, product or service comprising, or available through, this Website at any time. PARAMOUNT may alter the availability of any feature of this Website or service at any time.

INDEMNIFICATION

You agree to indemnify, defend and hold PARAMOUNT and its shareholders, members, directors, officers, employees, agents and affiliates (collectively, “Affiliated Parties”) harmless from any damages, liability, losses, claims and expenses, including reasonable attorneys’ fees, related to any of Your Content, your use of this Website, your interaction with any other users, persons or organizations, or your violation of these Terms of Use. This indemnification obligation includes the payment of any attorney fees and costs incurred by any Affiliated Parties.

DISCLAIMERS

1. THIS WEBSITE IS PROVIDED “AS IS,” AND “AS AVAILABLE”. YOUR ACCESS TO USE, OF AND RELIANCE ON THIS WEBSITE AND CONTENT ACCESSED THROUGH THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK. PARAMOUNT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OR USE OF THIS WEBSITE, OR THE CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS WEBSITE.
2. PARAMOUNT DOES NOT WARRANT THAT THIS WEBSITE WILL BE AVAILABLE AT ALL TIMES OR THAT A VISITOR’S USE WILL BE CONTINUOUS OR ERROR-FREE. PARAMOUNT DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, THAT THE CONTENT OR PRODUCTS AND SERVICES AVAILABLE THROUGH THIS WEBSITE ARE ACCURATE, RELIABLE, OR CURRENT.
3. PARAMOUNT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OR USE OF THIS WEBSITE, OR ITS REGULATION BY PARAMOUNT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

1. PARAMOUNT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THIS WEBSITE.
2. FURTHER, NEITHER PARAMOUNT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, SERVING, HOSTING, MAINTAINING OR UPDATING THIS WEBSITE SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DETERIORATION OR CORRUPTION OF FILES, DELETION OR CORRUPTION OF E-MAIL, ERRORS, LOSS OF DATA, LOSS OF PROFITS, DEFECTS, VIRUSES, OR DELAYS IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS WEBSITE, OR THAT RESULT FROM ACTS OF GOD, NETWORK FAILURE, HARDWARE OR SOFTWARE FAILURE, THEFT, UNAUTHORIZED ACCESS, OR ANY OTHER CAUSE, EVEN IF PARAMOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THIS WEBSITE SHALL BE TO TERMINATE AND DISCONTINUE YOUR USE OF OR ACCESS TO THIS WEBSITE.

DISCLAIMER OF INTENT TO PROVIDE PROFESSIONAL ADVICE, SERVICES OR PRODUCTS

PARAMOUNT DOES NOT PROVIDE LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE OR SERVICES THROUGH THE WEBSITE. THE INFORMATION PROVIDED BY PARAMOUNT THROUGH THE WEBSITE IS NOT INTENDED TO BE AND SHOULD NOT BE CONSIDERED PROFESSIONAL OR LEGAL ADVICE. YOU SHOULD NOT USE THE INFORMATION PROVIDED THROUGH THE WEBSITE AS A SUBSTITUTE FOR THE ADVICE OF A COMPETENT PROFESSIONAL.

SECURITIES LAWS

This Website may include statements concerning our operations, prospects, strategies, financial condition, future economic performance, and demand for our products and services, as well as our intentions, plans and objectives, particularly with respect to product and service offerings, that look to the future. We based these statements on many assumptions and estimates. These assumptions and estimates are subject to significant uncertainties, many of which are beyond are control. When used on this Website, we intend verbs like “anticipates”, “expects”, “believes”, “estimates”, “seeks’, “plans”, “intends”, “will” and the like to fall within safe harbors of the securities laws for forward-looking statements. This Website and its content do not constitute an offer or a solicitation of an offer for the sale of securities.

PROPOSED PRODUCT AND SERVICE OFFERINGS

PARAMOUNT has based all of the descriptions of any proposed products and services on assumptions subject to change. You should not rely on the availability or performance of products or services if and until the Website actually makes them available. PARAMOUNT reserves the right in its sole discretion to determine how to award offerings and other promotions, including their scope, terms, nature and timing.

INFORMATION AND PRESS RELEASES

This Website may contain certain information and press releases about PARAMOUNT. Although we believe this information to be accurate as of the date of its dissemination, we disclaim any duty or obligation to update this information or any press release. Do not rely on information about companies other than PARAMOUNT or assume that PARAMOUNT has endorsed that information.

NO JOINT VENTURE

These Terms of Use may not be construed or interpreted as creating a joint venture or any other such agreement or arrangement.

FORCE MAJEURE

PARAMOUNT shall not be liable to you, nor shall any remedy be extended, for failure of performance or of goods or services due to causes beyond PARAMOUNT’s reasonable control, including but not limited to acts of God, fire, explosion, lightening, flood, earthquake, tornado, storms, meteorological, hydrological or geological conditions or other catastrophes caused thereby; any law, statute, order, regulation, fiat, direction, action or request or any governmental or regulatory authority, entity or agency, or any civil or military authority; emergencies; civil unrest, insurrections, riots, or wars; the unavailability of rights of way, third-party services or materials, or strikes, lock-outs, work stoppages, labor shortages or other labor difficulties; or transmission failures, telecommunication line or power breaks or outages, viruses, denial of service attacks, or Internet failures.

CHANGE OF TERMS

These Terms of Use supersede any prior and contemporaneous agreements, representations, warranties and understandings with respect to the Website, Our Content or Your Content. By using this Website, you agree to these Terms of Use as well as any posted changes of these Terms of Use. We reserve the right to change these Terms of Use at any time. We ask that you review these Terms of Use from time to time to ensure you are familiar with the most current version of it. If you do not agree to these Terms of Use, DO NOT use this Website.

LINKS TO OTHER ACCOUNTS AND WEBSITES

The Website may contain links to other Websites. We are not responsible for the content, accuracy or opinions expressed in, or the existence of, such Websites, and PARAMOUNT does not investigate, monitor or check for accuracy or completeness. Including a linked Website on this Website does not imply approval or endorsement of the linked Website by PARAMOUNT. If you decide to leave our Website or access these third-party sites, you do so at your own risk. PARAMOUNT is not liable for damages, irrespective of their nature, incurred by the use or non-use of third parties’ web pages.

You may be able to connect your PARAMOUNT account to third parties’ accounts. By connecting your account to third parties’ accounts, you acknowledge and agree to the continuous release of information about you to third parties. If you do not want such information to be shared in this manner, you may not use this feature.

INTERNATIONAL USERS

We control, operate and administer this Website from our office in the United States. If you access the Website from outside the United States, you are responsible for compliance with the laws of any applicable jurisdiction. You agree that you will not access the Website or use Our Content in any manner that is restricted by any applicable statutes or regulations.

SEVERABILITY AND INTEGRATION

Unless otherwise specified in this TOU Agreement or the Website, this TOU Agreement constitutes the entire agreement between You and PARAMOUNT with respect to the Website. If any part of this TOU Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, You agree that that portion of the TOU Agreement may be modified to the minimum extent necessary to give effect to the original intent of the parties and to comply with applicable law. The remaining portions of the TOU Agreement will otherwise remain in full force and effect.

HEADINGS OF THE TERMS OF USE

The section headings used in these Terms of Use are only for reference and the convenience of the readers and shall not constitute part of these Terms of Use for interpretation purposes.

ARBITRATION

1. If a Dispute (defined below) arises between You and PARAMOUNT that cannot be resolved through negotiation, either You or PARAMOUNT may elect to submit the Dispute to binding arbitration as provided for in this TOU Agreement rather than litigate the Dispute in court. The arbitrator will apply applicable statutes of limitation, honor claims of privilege recognized by law and, if requested, take reasonable steps to protect PARAMOUNT’s Proprietary Materials from disclosure outside of the arbitration proceeding.
2. As used in this TOU Agreement, “Dispute” means any claim or controversy between You and PARAMOUNT whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort), or any other legal or equitable theory. “Dispute” also means any dispute, claim or controversy concerning the validity, enforceability and scope of this Arbitration Clause, including any claim that this Arbitration Clause is unenforceable because it violates public policy or is unconscionable.
3. If You or PARAMOUNT elect to resolve a Dispute through binding arbitration under this provision, the Dispute must be arbitrated by a single arbitrator from the following arbitration provider: the American Arbitration Association (“AAA”), 2200 Century Parkway, Suite 300, Atlanta, GA 30345-0101, (404) 325-0101, adr.org.
4. The arbitration will take place at a location to be selected by PARAMOUNT in the Eastern District of Pennsylvania. Because the transaction between You and PARAMOUNT concerns interstate commerce, the Federal Arbitration Act (“FAA”), not state arbitration law, governs the arbitrability of all Disputes.
5. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by You or PARAMOUNT. The arbitrator’s award may be enforced by any court having jurisdiction over the parties.
6. IF THE ARBITRATION PROCEEDING, OR SUBSEQUENT APPEAL TO A THREE-ARBITRATOR PANEL, IS DETERMINED IN PARAMOUNT’S FAVOR, YOU AGREE THAT THE ARBITRATOR MAY, UPON PARAMOUNT’S REQUEST, ADD PARAMOUNT’S ATTORNEY’S FEES AND COSTS TO ANY AWARD IN PARAMOUNT’S FAVOR.
7. If any portion of this Arbitration section is found to be illegal or unenforceable, that portion will be severed from this section, and the remainder will be given full force and effect.

GOVERNING LAW

You agree that all matters relating to Your access to, or use of, the Website, all matters relating to this TOU Agreement, and all Disputes, will be governed by the laws of the State of Pennsylvania, which will apply in all respects, including statutes of limitation. No choice of law rules of any jurisdiction will apply to nullify this choice of Pennsylvania law.

NON-WAIVER.

No waiver by PARAMOUNT of any breach of this TOU Agreement by You shall be deemed to be a waiver of another breach of the same or of any other provision, and such waiver shall not estop PARAMOUNT from asserting any right under the terms of this section or TOU Agreement. You may not assign or transfer Your rights under this TOU Agreement without PARAMOUNT’s express written consent.

SUCCESSORS AND ASSIGNS

All provisions of this TOU Agreement shall be binding upon and inure to the benefit of the PARAMOUNT’s and Your successors and assigns.