I.

USAGE RESTRICTIONS

LSI grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may not link other websites to the Website without LSI's prior written permission.

To the extent a username and/or password is required for access to or use of the Website, you may not allow others to use your username or password to access or use any part of the Website. If your password has been compromised for any reason, please follow instructions on the login page or contact [info@lafayettesquare.com]. If you provide your password to any third party, with or without consent of LSI, you will be solely responsible for any actions taken by such third party using your password.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of LSI. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.

II.

Truthful Information

As a condition to your use of the Website, you represent and warrant to, and agree with, LSI that, all of the information that you provide shall be truthful, accurate and complete.
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LSI AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.
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LSI AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THE WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LSI AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
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YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LSI OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF LSI OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. LSI AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE WEBSITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE.

III.

OWNERSHIP OF CONTENT

The Website and all of their content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software ("Content"), are the property of LSI and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to LSI, including all registered and unregistered trademarks and service marks of LSI. If the Website include any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your commercial use of any Content, whether owned by LSI or any third party, without LSI's express written permission, is strictly prohibited except if otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of LSI's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of LSI.

IV.

NO RELIANCE

While LSI uses reasonable efforts to update the information on the Website, LSI makes no representations or warranties as to the accuracy, reliability or completeness of any information at this Website. Any Content available on or through the Website is subject to change without notice.

V.

MATERIAL TO BE CONSULTED IN ITS ENTIRETY

All materials available on or through the Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

VI.

PRIVACY

You agree that all information you provide to or through the Website, including, but not limited to, through the use of any interactive features on the Website, is governed by the privacy policy of LSI that applies to such Website (each, a “Privacy Policy”), which is incorporated herein by this reference. You further consent to all actions LSI takes with respect to your information consistent with the Privacy Policy.

VII.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree with, LSI that you will not use the Website for any purpose that is unlawful or otherwise prohibited by these Terms of Use.

VIII.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of LSI or that LSI endorses, recommends or approves the services or products of such companies. News stories reflect only the author's opinion and not necessarily that of LSI.

IX.

LINKS TO THIRD PARTY WEBSITES

The Website is intended for use by those  18 years or older. We do not knowingly solicit or collect personal information from children under the age of 13. If we learn that, despite these measures, a child under the age of 13 has submitted Personal Information through the Website, we will take reasonable measures to delete all such information and shall only use such information where necessary to protect the safety of the child or others as required by law.

X.

MODIFICATION AND MONITORING OF WEBSITE

LSI may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Website after we post changes to these Terms of Use, you accept the changed Terms of Use. LSI expressly reserves the right, without any obligation, to monitor any and all use of the Website.

XI.

TERMINATION AND CANCELLATION

LSI may modify or terminate the Website, any Content, or any product or service related thereto and terminate or suspend your access to the Website, in whole in or in part, without notice at any time in our sole discretion and for any or no reason except as prohibited by law.

XII.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless LSI, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions, in each case, except to the extent caused by the sole negligence of LSI.

XIII.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, LSI controls and operates the Website from its offices within the State of Florida, United States of America.
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LSI does not claim that materials in the Website are appropriate or available for use in locations other than the State of Florida. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

software from the Website is further subject to United States export controls. Software from the Website may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the State of Florida, without regard to its choice of law provisions. To the extent that the arbitration provisions below do not apply to a claim, you hereby consent to the exclusive and personal jurisdiction and venue of courts in the City of Miami, Florida which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, LSI’s Privacy Policy, and the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

XIV.

DISPUTE RESOLUTION

EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, by using the Website, you agree that any dispute, claim or controversy among the parties arising out of or relating to these Terms of Use, LSI’s Privacy Policy, and the use of the Website or any product or service related thereto, including any provisions relating to a consumer’s privacy rights under California law or other state privacy laws, shall be settled by arbitration, at a location agreed to by the parties, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and such resolution shall be final and binding upon the parties. Each party will pay its own expenses, and LSI will pay the filing and any other administrative fees of the AAA and the arbitrator’s fees and expenses. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and will be governed and enforced under the Federal Arbitration Act, 9 U.S.C. § 1-16 (“FAA”). The arbitrator must apply applicable substantive law consistent with the FAA and must honor claims of privilege recognized at law. Except as provided below, if any portion of this arbitration agreement is deemed invalid or unenforceable under the FAA, it will not invalidate the remaining portions of the arbitration agreement. An award may be confirmed and judgment entered by any court having competent jurisdiction. The decision and award of the arbitrator is not subject to review except as expressly authorized by applicable law. The arbitrator may award injunctive relief if permitted by law – but the injunctive relief awarded by the arbitrator may not extend beyond the dealings between us.  Any question of the arbitrability of any dispute, including questions of the enforceability of this arbitration agreement, the applicability of statutes of limitation or questions of issue preclusion, will be determined solely by the arbitrator. The parties, their representatives and participants and the arbitrator will hold the existence, disclosures, content and result of any arbitration proceeding in confidence for all purposes and may not use anything disclosed or stated in an arbitration for any purpose (including impeachment) other than to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration award or decision.

THIS ARBITRATION PROVISION MEANS THAT YOUR CLAIMS AGAINST LSI WILL BE RESOLVED THROUGH ARBITRATION RATHER THAN LITIGATION IN COURT. YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT (THE PARAGRAPH ABOVE ONLY) FOR ANY FUTURE BUSINESS WITH LSI AND DOING SO WILL NOT IN ANY WAY PREJUDICE OR AFFECT YOUR DEALINGS WITH LSI. TO EXERCISE THIS OPT OUT RIGHT, YOU MUST PROVIDE LSI WRITTEN NOTICE OF YOUR ELECTION TO OPT OUT NO LATER THAN 30 DAYS AFTER EFFECTIVE DATE OF THESE TERMS OF USE. THE PROCEDURE SPELLED OUT HEREIN IS THE ONLY WAY TO OPT OUT OF THIS ARBITRATION AGREEMENT, AND ANY ATTEMPTS TO OPT OUT AFTER THE DEADLINE SET FORTH HEREIN WILL BE INEFFECTIVE.

THE PARTIES AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY CIVIL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE, LSI’S PRIVACY POLICY, AND THE USE OF THE WEBSITE. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS AND THAT THESE TERMS OF USE AND LSI’S PRIVACY POLICY DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE COURTS LOCATED IN FLORIDA, OR, IF BROUGHT IN A FEDERAL DISTRICT COURT, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA. TO THE EXTENT THAT YOU OPT OUT OF ARBITRATION FOLLOWING THE PROCEDURE SET FORTH IN THE PRECEDING PARAGRAPH, OR IF THIS ARBITRATION AGREEMENT IS FOUND INAPPLICABLE TO YOUR DISPUTE WITH LSI, THIS CLASS ACTION WAIVER WILL CONTINUE TO APPLY IN LITIGATION. YOU AGREES THAT THIS CLASS ACTION WAIVER IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IT MAY NOT BE SEVERED. IN THE EVENT THAT THIS CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, THEN THE ENTIRE AGREEMENT TO ARBITRATE IN THIS SECTION WILL BE NULL AND VOID.

Notwithstanding the foregoing, you may elect to pursue a claim in small-claims court rather than submit to binding arbitration, but only if you provide us with written notice of your desire to do so within 90 days of your becoming aware of the cause of action. Any small-claims court proceeding initiated hereunder will be subject to the class action waiver above.

The parties hereto hereby submit to the exclusive jurisdiction of the courts sitting in the City of Miami, Florida and agree that venue is proper therein (and waive any objection to such venue) for the purpose of compelling arbitration and enforcing any arbitration award entered pursuant hereto.

XV.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and LSI as a result of these Terms of Use or use of the Website.

LSI's performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of LSI's right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by LSI with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as LSI may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and LSI with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and LSI with respect to the Website.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.