HOLTARIAN will provide the Sites and Services with reasonable care and skill but makes no representations that they are appropriate for use from locations outside the United States or compliant with laws outside the United States. If you access the Sites or Services from outside the United States, you are responsible for compliance with local laws in relation to your use of the Sites or Services.

Mandatory & Informal Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of HOLTARIAN (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and HOLTARIAN agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and that you and HOLTARIAN are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. You and HOLTARIAN agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost, and mutually beneficial outcome. You and HOLTARIAN therefore, agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 60 days after the other party receives such Notice unless an extension is mutually agreed upon by the parties. Notice to Time that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@holtarian.com. Notice to you will be sent to your email address that HOLTARIAN has on file or associated to your HOLTARIAN account profile. It is your responsibility to keep your contact information up to date. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address, and e‐mail address of counsel, if any; and (3) a description of the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute legal@holtarian.com cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

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Dispute Exceptions. As limited exceptions to the Mandatory Arbitration of Disputes statement above, we both may seek to resolve a Dispute in small claims court if it qualifies and we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

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Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.

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Arbitration Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

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Injunctive and Declaratory Relief. Except as provided in the statement Dispute Exceptions above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

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Class Action Waiver. YOU AND HOLTARIAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

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Severability. With the exception of any of the provisions in the statement Class Action Waiver above of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

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Dispute Resolution non-US Residents. In the event of any Dispute, you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the email address that HOLTARIAN has on file or associated with your HOLTARIAN account profile. It is your responsibility to keep your contact information up to date. Your notice to us must be sent to us at legal@holtarian.com. For a period of 90 days from the date of receipt of notice from the other party, HOLTARIAN and you will engage in a dialogue in order to attempt to resolve the Dispute, though nothing will require either you or HOLTARIAN to resolve the Dispute on terms either you or HOLTARIAN, in each of our sole discretion, consider unsatisfactory. Nothing in this section will prevent a party from pursuing their Disputes in court or another complaint process. If you reside or have your place of business outside the U.S., these Terms will be governed by and interpreted in accordance with law in your jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Nothing in the Terms shall deprive you of any mandatory protection you have under the law of the country where you live. If you are a consumer, you may bring a Dispute against us in a court within a jurisdiction according to the laws of your country of residence. In addition, if your country of residence is in the EU, please note that Disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the courts in your jurisdiction. If you have any comments, queries, or complaints about these Terms or our Services, please contact us at legal@holtarian.com.

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Third Party Rights. You agree that, except as otherwise expressly provided in these Terms, there are no third-party beneficiaries to these Terms.

These Terms, and policies incorporated herein, are the entire agreement between you and HOLTARIAN. They supersede any and all prior or contemporaneous agreements between you and HOLTARIAN relating to your use of the Sites or Services. If these Terms expire or are terminated for any reason, the provisions by their nature should continue after termination. You may not assign your rights under your HOLTARIAN Account or this agreement to any third party without HOLTARIAN'S prior written permission. HOLTARIAN may assign these Terms, in whole or in part, at any time. Headings in the Terms are for convenience of reference only and shall not affect the interpretation or construction of this agreement. The failure of HOLTARIAN to partially or fully exercise any rights or the waiver of HOLTARIAN to enforce any breach of these Terms by you, shall not prevent a subsequent exercise of such right by HOLTARIAN or be deemed a waiver by HOLTARIAN of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of HOLTARIAN under these Terms and any other applicable agreement between you and HOLTARIAN shall be cumulative, and the exercise of any such right or remedy shall not limit HOLTARIAN'S right to exercise any other right or remedy. In the event of any conflict or inconsistency between any of these Terms or any other terms or conditions applicable to the Services, we shall determine which rules, restrictions, limitations, terms, and/or conditions shall control and prevail in our sole discretion, and you specifically waive any right to challenge or dispute such determination.

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Reservation of Rights. HOLTARIAN and its licensors exclusively own all rights, titles, and interests in and to HOLTARIAN Media, including all associated intellectual property rights. You acknowledge that HOLTARIAN MEDIA is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying HOLTARIAN.

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Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between HOLTARIAN and you regarding Talent HOLTARIAN MEDIA, and these Terms supersede and replace all prior oral or written understandings or agreements between HOLTARIAN and you regarding HOLTARIAN MEDIA. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without HOLTARIAN'S prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. HOLTARIAN may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

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Notices. Any notices or other communications provided by HOLTARIAN under these Terms will be given via email. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

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Waiver of Rights. HOLTARIAN'S failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of HOLTARIAN. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If you have any questions about these Terms, please contact HOLTARIAN at terms@holtarian.com. When contacting us, please include your full name, address, phone number, and email address, and indicate the specific nature of your request or inquiry.