Use of this website is offered to you on your acceptance of this Agreement. If you do not agree to the terms of this Agreement, you may not access or otherwise use this website.

AGREEMENT ON TERMS OF EP (EVALUATION PROCESS)

1. YOUR EVALUATION PROCESS ("YOUR EP")
David R. Rivas, Ph.D. ("RIVAS") hereby invites you to evaluate the movement (defined as a series of actions advancing a principle or tending toward a particular end) to revolutionize Wall Street through the implementation of OFIP, a (likely) superior business model for financial services companies (FSCs). OFIP is expected to be optimally implemented throughout the core of the industry through the creation of a unique company (through the eventual relaunching of Intelligenxe, Inc., which was dissolved during an interruption period). Additionally, RIVAS hereby invites you to evaluate OPTIMAL FUND, which is another of his inventions. For this evaluation (including both OFIP and OPTIMAL FUND), RIVAS has structured an evaluation process comprising of eight stages (described in this website) for you to go through evaluating information from and exchanging information with RIVAS (your evaluation process or "YOUR EP").

2. (the) EP MATERIAL/INFORMATION
"the EP MATERIAL/INFORMATION" refers to all (and
"EP MATERIAL/INFORMATION" refers to any part (including possibly the whole) of the EP MATERIAL/INFORMATION) the material and information made available, transmitted or sent, whether physically, verbally, or electronically, during YOUR EP by RIVAS to you, in webpages, websites (e.g. www.intelligenxe.com), emails, chats, clouds, bulletin boards, paper documents, phone messages, phone calls, conversations in person, and any other communication means, and includes (without limitation) substantive information such as intellectual property, trade secrets, proprietary methods, theories, any type of advice, ideas, opinions, arguments, references, referrals, etc.

RIVAS reserves the right, in his sole discretion and without any obligation, to make improvements to, or correct any error or omissions in EP MATERIAL/INFORMATION, including (without limitation) the structure or stages of YOUR EP.

3. YOUR EP FOR INFORMATIONAL/EVALUATION PURPOSES ONLY
YOUR EP is only for informational/evaluation purposes; the EP MATERIAL/INFORMATION is solely and strictly for your informational, private/personal and non-commercial use (see other details in Section 8).

4. ACCEPTANCE OF AGREEMENT
4.1 Acceptance

Please review carefully all the terms on this webpage of this website, they constitute an agreement (the "Agreement") between you and RIVAS. This Agreement shall govern YOUR EP. By starting YOUR EP you acknowledge and agree that you have read all the terms of this Agreement carefully, understand each of them and agree to be bound by all of them.

4.2 Start of YOUR EP (or effective date of this Agreement)
Use of EP MATERIAL/INFORMATION, including (without limitation) this website is offered to you on your acceptance of this Agreement. YOUR EP starts and therefore this Agreement becomes effective the instant you access this website for the first time. If you do not agree to the terms of this Agreement, you may not access or otherwise use EP MATERIAL/INFORMATION, including (without limitation) this website, and you should exit this website.

4.3 Termination of YOUR EP and this Agreement
The termination of YOUR EP shall terminate this Agreement simultaneously. The termination may be without prior notice.

You may choose to terminate YOUR EP at anytime at your sole discretion and without cause. You shall inform RIVAS via email of your termination, which shall be effective upon sending the email.

RIVAS may choose to terminate YOUR EP at anytime at his sole discretion and without cause. RIVAS shall inform you via email of your termination, which shall be effective upon sending the email.

YOUR EP shall terminate by default, if you fail to comply with this Agreement, or if you or RIVAS fail(s) to respond each other's inquiries (sent via emails, or phone messages, or any other instantaneous features) within 20 business days of the time of the inquiries, or upon you completing the last stage of YOUR EP (Stage 8).

4.4 Modifications
Except for modifications to the Privacy Policy of this Agreement (Section 5) and modifications of this Agreement that RIVAS reasonably deems to significantly affect YOUR EP, which in both cases shall be agreed in writing by you and RIVAS, RIVAS may modify the terms of this Agreement at any time, in his sole discretion and without prior notice, by posting the modified terms on this webpage of this website. RIVAS shall notify you of any modifications (except for reasonably insignificant ones) of this Agreement via email at the time of such posting. In addition, you agree to review this Agreement periodically so that you are aware of any modifications. The modifications shall be effective upon such posting, except in the case where you terminate YOUR EP within 7 business days of such posting. Otherwise, the lack of termination of YOUR EP shall indicate your full acceptance of this Agreement in its then current form.

4.5 Survival of Terms
All the terms of this Agreement, in their earliest effective form within 7 business days prior to the termination of YOUR EP, shall survive any termination of YOUR EP and this Agreement.

5. PRIVACY POLICY
RIVAS shall not disclose your identity to any third parties, except in the following two cases:

5.1 RIVAS may disclose your identity concerning certain specific aspects of YOUR EP with your permission to do so.

5.2 RIVAS reserves the right to disclose information about YOUR EP to appropriate authorities when legally compelled to do so, in other words, when RIVAS, in good faith, believes that the law requires it or for the protection of his legal rights.

6. YOUR EP DOES NOT CREATE ANY BUSINESS RELATIONSHIP BETWEEN YOU AND RIVAS
This Agreement or YOUR EP or the mere receipt of emails from RIVAS shall not be deemed to create any partnership, joint venture, other joint business relationship, licensing, trust, agency or fiduciary relationship between you and RIVAS and/or any other parties and you understand and agree that there shall not be any type of business relationship whatsoever, licensing, trust, agency or fiduciary relationship created between you and RIVAS absent an express written agreement between you and RIVAS specifically and explicitly stating such relationship.

7. NO INVESTMENT ADVICE OR OFFER
Nothing in the EP MATERIAL/INFORMATION or YOUR EP should be construed as a solicitation or offer, or recommendation, to acquire or dispose of any investment or to engage in any other financial transaction. In addition, RIVAS specifically represents that he does not give investment advice or advocate the purchase or sale of any security or investment (and he does not claim to be a broker, dealer or investment advisor).

8. EXCLUSION OF WARRANTIES
You understand and agree that YOUR EP shall be at your own risk and that RIVAS does not make, and expressly disclaims, any warranty, term or condition, express or implied, statutory or otherwise, as to your economic, intellectual and/or any other type whatsoever of return or gain from YOUR EP.

Except as expressly provided otherwise in this Agreement, the EP MATERIAL/INFORMATION is provided "as is", with no guarantees of completeness, accuracy or timeliness (or up-to-date), and without warranties of any kind, express or implied. In addition, RIVAS does not warrant that your reception or downloading of EP MATERIAL/INFORMATION will be uninterrupted, error-free, omission-free or free of viruses or other harmful components.

Concerning YOUR EP and/or the EP MATERIAL/INFORMATION, to the fullest extent permissible pursuant to applicable law, RIVAS disclaims all warranties, expressed or implied, including but not limited to implied warranties of satisfactory quality, merchantability and fitness for a particular purpose, or non-infringement.

9. NO RIGHTS ON THE INTELLECTUAL PROPERTY
You recognize and agree that you have no rights in or to, the whole, or any part of the intellectual property contained in
- the OFIP and OPTIMAL FUND business models and provisional patent applications,
- Intelligenxe, Inc.'s business plan and viewgraphs documents,
- the intelligenxe.com and InternetFundManager.com, Inc. websites,
- the usage of the Intelligenxe.com logos and designs and of the names Intelligenxe.com, Intelligenxe, OFIP, and OPTIMAL FUND, which are trademarks of RIVAS,
- and any other EP MATERIAL/INFORMATION that was originated or created or developed by or for RIVAS and/or that should, under the circumstances surrounding YOUR EP, reasonably be treated as the intellectual property of RIVAS,
- and in any part of YOUR EP FEEDBACK (as defined in Section 12) and/or in any part of PROMINENT_PERSON - INTERN INTERACTION (as defined in Section 14) that is based on or derived from or may be reasonably added to the (other) intellectual property of RIVAS surrounding YOUR EP, and that may reasonably be treated as the intellectual property of RIVAS
and you shall not disclose (except pursuant to Section 10.1 and/or Section 14.3), make use of or otherwise infringe upon this intellectual property or any derivatives thereof, it being specifically understood that the intellectual property is owned solely and exclusively by RIVAS or his licensors.

You agree that upon any violation of this term (Section 9), RIVAS shall suffer irreparable harm and shall be entitled to injunctive relief against any further violation, in addition to any other damages to which RIVAS may be entitled. This term is independent of any other term or condition of this Agreement and shall survive the expiration or termination of this Agreement, it being understood that but for the giving of this term, RIVAS would not have entered into this Agreement.

10. CONFIDENTIALITY (AND REPRODUCTION) OF EP MATERIAL/INFORMATION
"CONFIDENTIAL_EP_INFORMATION" shall refer to EP MATERIAL/INFORMATION containing the intellectual property of RIVAS described in Section 9 and therefore not to EP MATERIAL/INFORMATION that is or becomes a matter of public knowledge (or a third party´s knowledge without a duty of confidentiality on the third party) through no violation of any confidentiality rights of RIVAS (pursuant to this Agreement or otherwise) by you or third parties, or that was independently developed by you without infringement of the intellectual property rights of RIVAS pursuant to Section 9. CONFIDENTIAL_EP_INFORMATION includes (without limitation) all the material in Core EP MATERIAL/INFORMATION (Section 11.3) for the different stages except for INTRO EP WEBSITE (Stage 1).

10.1 Confidentiality
The EP MATERIAL/INFORMATION is solely and strictly for your informational, private/personal and non-commercial use. Except to the extent you download and print EP MATERIAL/INFORMATION for your personal and non-commercial use pursuant to Section 10.3 and confidentially make comments about EP MATERIAL/INFORMATION in YOUR EP FEEDBACK (Sections 12 and 13) and PROMINENT_PERSON - INTERN INTERACTION (Section 14), you may not (in any manner whatsoever) modify, reproduce, distribute, (re-)transmit, disseminate, process, publish, license, create derivative works from, provide any third party access to, link into or use for any public or commercial purpose, transfer, assign, or sell CONFIDENTIAL_EP_INFORMATION.

You shall protect CONFIDENTIAL_EP_INFORMATION by using the same degree of care, but no less than a reasonable degree of care, as you use to protect your own confidential information of a like nature to prevent the unauthorized use, dissemination or publication of CONFIDENTIAL_EP_INFORMATION. RIVAS may take certain reasonable steps to review your compliance with the terms of Section 10.

10.2 WARNING for Unauthorized Use of CONFIDENTIAL_EP_INFORMATION
CONFIDENTIAL_EP_INFORMATION contains valuable intellectual property, including (without limitation) trade secrets, proprietary business models and copyrighted documents. Possession, duplication and/or distribution, whether physically, verbally, or electronically, of CONFIDENTIAL_EP_INFORMATION, in whole or in part, without the express written permission of RIVAS constitute a violation of certain US and International Laws and may result in severe civil and criminal penalties, and prosecution under the maximum extent possible under law. You should notify RIVAS upon discovery of any unauthorized use or disclosure of CONFIDENTIAL_EP_INFORMATION. If you posses CONFIDENTIAL_EP_INFORMATION without the express written permission of RIVAS, you should not view it or use it, and should destroy/eliminate/delete it and notify RIVAS how you have obtained it.

10.3 Downloading and Printing of EP MATERIAL/INFORMATION
Except where expressly noted otherwise, all written EP MATERIAL/INFORMATION (including but not limited to the text, graphics, logos, layout or design of websites and html code) is Copyright © 2001-2017 RIVAS with all rights reserved worldwide. During YOUR EP, you may download or print out one copy of EP MATERIAL/INFORMATION provided that you do not remove any confidentiality or copyright or proprietary or other legal notices, which must be maintained in the same form and manner as on the original. The termination of YOUR EP and this Agreement shall automatically revoke such authorization. Any downloading or otherwise printing of EP MATERIAL/INFORMATION shall not transfer title to any EP MATERIAL/INFORMATION to you. Use of the downloaded or/and printed EP MATERIAL/INFORMATION shall be governed by this Agreement and by the terms of use or legal notices that accompany such downloads/print-outs, if any.

10.4 Passwords
You are responsible for the confidentiality and use of any username and password assigned to you by RIVAS. You agree to notify RIVAS immediately of any loss, theft, or unauthorized use of your username and password.

11. ADDITIONAL LEGAL TREATMENT OF CERTAIN EP MATERIAL/INFORMATION
In addition to being governed by the other terms of this Agreement, certain EP MATERIAL/INFORMATION shall have the following additional legal treatment:

11.1 "the Company"
Intelligenxe, Inc. was a New York City based corporation that ceased operatons in 2001 and was dissolved shortly thereafter. Throughout YOUR EP, the term "the Company" shall not refer to a legal entity that is currently incorporated. It shall be used only to refer to a company that plans to come into existence in the future and expects to be structured according to Intelligenxe´s Business Plan.

11.2 Forward Looking Statements
When used by RIVAS, the words "will," "will likely," "expect," "estimate," and similar or future tense expressions are intended to identify forward looking statements. Whether physically, verbally, or electronically transmitted, the forward-looking statements of RIVAS are or shall be based on RIVAS´s beliefs as well as assumptions made by and information that was or at that time is available to RIVAS. Such statements are subject to certain risks, uncertainties, and assumptions, including those identified in the "Risk Factors" section of Intelligenxe´s Business Plan document. You hereby acknowledge that should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected.

11.3 Core EP MATERIAL/INFORMATION Physically or Electronically Recorded in Writing

Executive Summary (of Business Plan) text and viewgraphs documents - Stage 3
Business Plan text and viewgraphs documents - Stage 5
These documents (of the Company) shall be treated as drafts, that is, as unfinished work that (except for the valid confidentiality, proprietary and copyright notices) still needs some editing work (including but not limited to correcting the usage of certain terms and updating) in order for the documents to be ready for the formal purpose for which they were created. RIVAS is therefore not liable for any issues whatsoever that may arise due to the missing editing work. Nevertheless, the documents include a clear description of the intellectual property involved such that their future final/finished versions are expected to be reasonably very similar to the current versions.

OFIP patent filing (provisional)
OPTIMAL FUND's Description - Stage 7 - and OPTIMAL FUND patent filing (provisional)
These documents contain a clear description of the intellectual property involved in the inventions. They therefore provide the corresponding protection to the intellectual property. Furthermore, any intellectual property of RIVAS dealt with during YOUR EP that might not be protected by these provisional patent applications shall be covered pursuant to Section 9 of this Agreement.

Non-Disclosure Agreement (NDA) - Stage 2
First Opinion Letter - Stage 4
Second Opinion Letter - Stage 6
Opinion Letter on OPTIMAL FUND - Stage 8
These documents shall be treated as formal legal letters and agreements; therefore, according to standard legal and business practices.

INTRO EP WEBSITE - Stage 1
"INTRO EP WEBSITE" shall refer to the sections/webpages of this website open to the public (sections/webpages of www.intelligenxe.com accessible without a password). The material on this website, including (without limitation) the INTRO EP WEBSITE, shall be treated according to the terms of this Agreement.

Historical Record - Stage 3
The internetfundmanager.com website of Intelligenxe, Inc. (formerly InternetFundManager.com, Inc.) (the "Site") that was used to develop, test and optimize OFIP during the startup phase I (1998-2001) shall be used only to get a rough/superficial idea of the work of the company at that early stage. The Site has evolved throughout the years. The version shown contains some statements and pages that were never available to the public but are currently posted only for YOUR EP's information purposes. Nevertheless, all the institutional research reports currently posted on the Site (except for a small number of them which could only be partially recovered from backup disks and thus only a portion of them or noting of them is shown) are those that were originally posted and were produced by using earlier versions of OFIP; therefore, they provide valuable evidence of the patent work. The Site has its own disclaimer, which shall apply to your use of the Site in addition to you being bound by all the terms of this Agreement.

11.4 EP MATERIAL/INFORMATION Delivered or Made Available Physically (e.g. paper letters, paper documents, packages, paper posters, etc.)
Except as expressly provided otherwise in this Agreement, EP MATERIAL/INFORMATION delivered or made available physically shall be treated according to standard business practices.

11.5 Text of Emails Sent by RIVAS to You during YOUR EP
Except for the text of emails that starts and ends with the terms (in capital letters)
START OF EP OFFICIAL WRITING and
END OF EP OFFICIAL WRITING, respectively, the text of emails (sent by RIVAS to you during YOUR EP) shall not be treated as formal or official writing but shall be treated as follows:

RIVAS shall make a reasonable effort to express clearly the written text of emails that he shall send you, and you shall treat the text of emails that you shall receive from RIVAS as being more appropriate for use in unrecorded casual verbal exchange. You shall treat the text of emails that you shall receive from RIVAS as informal, unofficial, and to a reasonable extent possibly being imprecise, uncertain, vague and/or having omissions, errors, and other interpretations.

For example, when used in the text of emails, the term "OFIP patent" may be used to identify the OFIP patent pending or proprietary business model.

Because email communications may not be secure, if you receive an email and suspect it to be in conflict or inconsistent with this Agreement, you shall review the then latest effective form of this Agreement (pursuant to Sections 4.4 and 4.5), which shall take precedence over the questionable email (pursuant to Section 21.2), and you shall make a reasonable effort to confirm the transmission of such email with RIVAS via email, phone or otherwise.

11.6 Attachments to Emails
Except as expressly provided otherwise in this Agreement (including, but not limited to, by Sections 10.3 and 11.3), the text of documents attached to emails sent by RIVAS to you during YOUR EP shall be treated in the same way as the text of emails shall be treated (see Section 11.5).

11.7 Verbally Transmitted EP MATERIAL/INFORMATION
RIVAS shall make a reasonable effort to express clearly the information he shall transmit verbally to you during YOUR EP. However, you shall treat verbally transmitted EP MATERIAL/INFORMATION as informal, unofficial, and to a reasonable extent possibly being imprecise, uncertain, vague, and/or having omissions, errors, and other interpretations.

11.8 EP MATERIAL/INFORMATION that Contains the Names of Third Party Companies or Organizations
Except where expressly noted otherwise, the use of names of third party companies or organizations in the EP MATERIAL/INFORMATION shall not infer or imply the existence of any type of business relationship whatsoever between the third party companies or organizations and RIVAS and/or Intelligenxe, Inc. and/or the Company.

11.9 Third Party Material (over which RIVAS has no control) which are Referenced by or Linked from EP MATERIAL/INFORMATION
EP MATERIAL/INFORMATION may contain links and/or references to third party resources, over which RIVAS has no editorial control. Those links/references are provided as citations and aids to help you identify and locate other resources that may be of interest, and are not intended to state or imply that RIVAS sponsors, endorses, approves, is affiliated or associated with the entities (including but not limited to third party companies or organizations) that may be reflected in the links/references, or that RIVAS is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links/references.

RIVAS is not responsible for, does not represent, warrant, or endorse the accuracy, reliability, completeness, copyright compliance, legality, timeliness, usefulness, merchantability or fitness for any particular purpose of any of the "REFERENCED/LINKED MATERIALS" (collectively defined as the information, content, views, opinions, recommendations or advertisements of the materials of third parties which are referenced by or linked from EP MATERIAL/INFORMATION and over which RIVAS has no editorial control), nor the quality of any products, services, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the REFERENCED/LINKED MATERIALS. You hereby acknowledge that any reliance upon any REFERENCED/LINKED MATERIALS shall be at your sole risk. In particular, none of the REFERENCED/LINKED MATERIALS is provided in YOUR EP with a view to inviting, inducing or encouraging any person to make any kind of investment decision.

12. YOUR EP FEEDBACK
"YOUR EP FEEDBACK" refers to the material and information, in whole or in part, made available, transmitted or sent, whether physically, verbally, or electronically, during YOUR EP by you to RIVAS, in webpages, websites, emails, chats, bulletin boards, paper documents, phone messages, phone calls, conversations in person, and any other communication means, and includes (without limitation) substantive information such as intellectual property, trade secrets, proprietary methods, theories, any type of advice, ideas, opinions, arguments, references, referrals, etc.

13. LEGAL TREATMENT OF YOUR EP FEEDBACK
RIVAS shall (reciprocally) treat YOUR EP FEEDBACK in the same manner as you must treat EP MATERIAL/INFORMATION pursuant to Sections 11.1, 11.4-11.9 (in Sections 11.1, 11.4-11.9 replace you by RIVAS, RIVAS by you, EP MATERIAL/INFORMATION by YOUR EP FEEDBACK, etc.).

You agree to grant, assign and/or transfer intellectual property contained in YOUR EP FEEDBACK to RIVAS pursuant to Section 9 at no cost to RIVAS. You agree to grant RIVAS the right to use and/or disclose to third parties YOUR EP FEEDBACK, or any part thereof, without disclosing your identity or by disclosing your identity only in accordance with the Privacy Policy of this Agreement (Section 5). You agree to grant RIVAS a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to exercise the copyright and publicity rights with respect to YOUR EP FEEDBACK, in any media now known or not currently known.

Except for any part of YOUR EP FEEDBACK that is or becomes a matter of public knowledge through no violation of any confidentiality rights of RIVAS (pursuant to this Agreement or otherwise) by you or third parties and is reasonable independent of the intellectual property of RIVAS surrounding YOUR EP (Section 9) so that it does not induce or facilitate its infringement, you shall treat YOUR EP FEEDBACK as confidential information, in the same manner as you must treat CONFIDENTIAL_EP_INFORMATION pursuant to Sections 10.1 and 10.3.

14. PROMINENT_PERSON - INTERN INTERACTION
14.1
You and "Your Intern" (if any) shall refer to shall be bound by Sections 14.2, 14.3, 14.4, 14.5, 14.6 and 14.7.

Or, if you are a university student or intern, RIVAS shall send you an official notice with the name of a prominent person upon "the Prominent Person" signing an "Agreement on Terms of EP" for you to start assisting the Prominent Person perform his/her EP without certain confidentiality restrictions. You shall be bound by the Prominent Person's reciprocal terms, hereby defined as Sections 14.2, 14.3, 14.4, 14.5, 14.6 and 14.7 with "Your Intern" replaced by "the Prominent Person". Prior to receiving the official notice, prior to the Prominent Person's EP Stage 3, you shall not disclose any confidential information to him/her pursuant to Sections 10.1 and 10.3 and mainly refer him/her to this website.

14.2 You hereby acknowledge that Your Intern is bound by an "Agreement on Terms of EP", the typed format (that is, the non-handwritten, non-marked and non-signed content) of which is identical to that of the agreement herein. Your Intern's "Agreement on Terms of EP" bounds Your Intern individually and independently of you.

14.3 Except pursuant to Section 14.1, during the time period of YOUR EP that shall occur simultaneously with a time period in Your Intern's EP, and only during this concurrent time period, you shall be permitted to make comments (only), in private, to Your Intern about CONFIDENTIAL_EP_INFORMATION, which you must otherwise keep confidential pursuant to Sections 10.1 and 10.3.

14.4 The comments/information exchanged between you and Your Intern during the concurrent EP time periods shall be referred to as "PROMINENT_PERSON - INTERN INTERACTION".

14.5 Except for disclosing PROMINENT_PERSON - INTERN INTERACTION to RIVAS, you shall treat PROMINENT_PERSON - INTERN INTERACTION as confidential information, in the same manner as you must treat CONFIDENTIAL_EP_INFORMATION pursuant to Sections 10.1 and 10.3.

14.6 You shall use PROMINENT_PERSON - INTERN INTERACTION solely and strictly for the performance of YOUR EP. Before coming up with a conclusion that strongly disagrees with RIVAS' arguments, you shall give RIVAS the opportunity to reconcile the differences in opinions via email or otherwise.

14.7 PROMINENT_PERSON - INTERN INTERACTION shall be treated as REFERENCED/LINKED MATERIALS; therefore, pursuant to Sections 11.9 and 15 (in Section 15 replace EP MATERIAL/INFORMATION by PROMINENT_PERSON - INTERN INTERACTION).

15. LIMITATION OF LIABILITIES
In no event shall RIVAS be liable to you or anyone else for any decision made or action taken in reliance on EP MATERIAL/INFORMATION or for any claims, damages or related expenses or liabilities, or for any loss or damage of any kind whatsoever including (without limitation) for lost profits, lost sales, lost business, lost opportunity, lost information, lost or wasted time or any special, direct, indirect, incidental, punitive, or consequential damages of any kind (including negligence) whether based on contract, tort, strict liability or otherwise, arising out of or in connection with this Agreement, the performance of YOUR EP, and/or the use of or in reliance on EP MATERIAL/INFORMATION (including but not limited to the access or use of REFERENCED/LINKED MATERIALS), whether or not RIVAS has been advised of the possibility of such damages.

Therefore, you agree that you shall not sue or impute a claim against RIVAS in respect of any expenses, liabilities, losses, demands or damages in connection with YOUR EP. You release RIVAS from any and all claims, expenses, liabilities, losses, demands and damages described in the previous paragraph.

16. INDEMNIFICATION
You agree to indemnify, defend and hold RIVAS, and (if any) any of his affiliates, partners, officers, agents, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability, claims, losses, expenses, damages and costs, including, without limitation, reasonable attorneys' fees and costs incurred by the Indemnified Parties in connection with any claim arising from your violation or your alleged violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy right.

17. LEGAL FEES
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, or any of the provisions hereof, if RIVAS prevails therein RIVAS shall be entitled to recover from you, in addition to any other relief to which RIVAS may be entitled, reasonable legal fees, costs and necessary disbursements.

18. ASSIGNMENT
You may not assign, in whole or in part, any of your rights or obligations under this Agreement, without the express written consent of RIVAS.

19. GOVERNING LAW
This Agreement shall be treated as though it were executed and performed in New York, New York, and shall be governed by and construed in accordance with the substantive law of the state of New York, without regard to conflict of laws provisions. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in New York, New York. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process.

You agree that before taking any legal action against RIVAS concerning any matter with respect to YOUR EP (including but not limited to any EP MATERIAL/INFORMATION and/or any of YOUR EP FEEDBACK and/or any PROMINENT_PERSON - INTERN INTERACTION), you shall make a best effort to settle the matter with RIVAS, prior to filing a claim or lawsuit against RIVAS in court (which shall be a violation of Section 15).

RIVAS has endeavored to comply with all applicable legal requirements in elaborating YOUR EP. However, if you discover that YOUR EP or this Agreement, wholly or partially, is inconsistent with the laws of a particular jurisdiction, you shall inform RIVAS of the inconsistencies immediately via email.

20. SEVERABILITY
Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

21. ENTIRE AGREEMENT
21.1
This Agreement constitutes the entire and only agreement between RIVAS and you and supercedes any and all prior or contemporaneous agreements, representations, warranties and understandings with respect to YOUR EP, and the subject matter of this Agreement (except after the termination of YOUR EP and this Agreement, if and when it shall be otherwise permitted by a new written agreement between you and RIVAS that shall then be executed/signed).

21.2 To the extent that anything in or associated with YOUR EP is in conflict or inconsistent with this Agreement, this Agreement shall take precedence (except after the termination of YOUR EP and this Agreement, if and when it shall be otherwise permitted by a new written agreement between you and RIVAS that shall then be executed/signed).

21.3 RIVAS´ failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of this Agreement.

 

 

 
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