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Traditioncoal.com User Agreement

General Terms and Conditions regarding Use of the Platform

THIS USER AGREEMENT SHALL GOVERN THE USE OF THIS PLATFORM BY ALL USERS.  IN ORDER TO USE THIS PLATFORM EACH USER MUST READ THE FOLLOWING TERMS AND CONDITIONS, AGREE TO THESE TERMS AND CONDITIONS, AND EVIDENCE SUCH AGREEMENT BY CLICKING ON THE “I AGREE” BUTTON AT THE BOTTOM OF THIS PAGE AT WHICH TIME THIS USER AGREEMENT SHALL BECOME EFFECTIVE.

1. Definitions. For purposes of this User Agreement, capitalized terms shall have the meanings set forth below or as otherwise defined within the other sections hereof:

"Bid" means the information entered by a User into the Platform to communicate to other Users such User’s firm bid to purchase a Commodity Contract upon the terms of such Bid, including without limitation any specific terms added by the User. By entering a Bid into the Platform, the User is agreeing with any other User who clicks on such Bid to be legally bound to buy such Commodity Contract from such other User.

"Commodity Contract" means each Commodity Contract and/or related derivative instrument for which Users may enter Orders utilizing the Platform.

"Clearing" means the registration and settlement of a trade that includes provisions for margin requirement and performance guarantee according to the rules and procedures of the applicable Clearinghouse.

"Clearinghouse" means a clearinghouse, clearing association, clearing corporation, clearing counterparty or other similar entity, facility or organization that, with respect to a Commodity Contract and related derivative instruments, enables the User and each counterparty to substitute through innovation or otherwise, the credit of the clearing organization for the credit of the User and its counterparty; arranges or provides on a multilateral basis, for the settlement or netting of obligations resulting from trades executed by the User and its counterparty; or otherwise provides clearing services or arrangements that mutualize or transfer the credit risk arising from transactions executed by the User and its counterparty.

"Credit Administrator" with respect to a User that is a legal entity means the employee or independent contractor of such User that has been designated pursuant to the Designation Procedures to participate on the Platform on behalf of such legal entity User to establish the Commodities Contracts and to enter into On-line Transactions.

"Designation Procedures" shall have the meaning set forth in Section 5 of this User Agreement.

"Individual User" means a User agent, i.e., each person and legal entity authorized by the User to access the Platform on behalf of the User.

"Notice Procedures" shall have the meaning set forth in Section 23 of this User Agreement.

"Offer" means the information entered by a User into the Platform to communicate to other Users such User’s firm offer to sell a Commodity Contract upon the terms of such Offer, including without limitation any specific terms added by the User. By entering an Offer into the Platform, the User is agreeing with any other User who clicks on such Offer to be legally bound to sell such Commodity Contract to such other User.

"On-line Transaction" means any and all binding Commodities Contracts purchases or sales that are executed on the Platform by a User’s clicking on a Bid or Offer of another User, it being understood that the Platform Owner charges Users Transaction Fees for all On-line Transactions, regardless of whether or not Users who enter into On-line Transactions actually complete their performance of such On-line Transactions and regardless of whether such On-line Transaction clears.

"Orders" means Bids and/or Offers.

"Platform" means the computerized electronic Commodity Contract and related derivative contracts trading facility (together with all related and affiliated services, forums, software, documentation, interfaces, front-end systems and equipment) owned and operated by the Platform Owner and located at http://www.traditioncoal.com or at such other Internet address as such Platform may be hereafter located, that functions via the use of the Internet as an electronic Exempt Commercial Market or a similar electronic trading facility as may be authorized by applicable law, allowing Users to post Bids and Offers, to execute On-line Transactions, to view other posted Bids, Offers and On-line Transactions and to use any other services offered by the Platform from time-to-time.

"Platform Owner" means TFS Energy, LLC and TFS Energy Futures, LLC.

"Platform Owner Parties" means the Platform Owner and all other third party software providers and other content providers that provide content and/or software to the Platform Owner for operation of the Platform, and each of their respective directors, officers, affiliates, employees and agents.

"Regular Platform Business Hours" means 8:30 a.m. New York time to 4:30 p.m. New York time.

"System" means the software used to operate the Platform.

"Transaction Fee" means the fee to be paid to the Platform Owner by the User for each On-line Transaction to which such User is a party, in the amount per On-line Transaction set forth in the description of the applicable Commodity Contract, accessible by the User via the Platform.

"User" means each individual person or legal entity that is eligible to participate on the Platform and that utilizes the Platform. Unless referred to specifically, the term "User" shall also include all Individual Users.

IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS TO PROVIDE AND TO USE THE SERVICES UNDER THESE GENERAL TERMS AND CONDITIONS, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, PLATFORM AND USER AGREE TO ABIDE BY THESE GENERAL TERMS AND CONDITIONS.

2. License. Platform Owner hereby grants each User a non-exclusive, nontransferable license, without the right to sublicense, (the "License"), to use the Platform to view the content, post Bids and Offers and engage in On-line Transactions, all subject to and in accordance with these General Terms and Conditions.

3. Use of Platform. Access to the Platform and all content is provided on http://www.traditioncoal.com each User solely and exclusively for such User’s own internal trading use. User will not itself, and will not permit any other person or entity to: (a) recirculate, publish, broadcast, distribute or otherwise provide content or access to the Platform to any third party, including but not limited to, through written, oral or electronic means, without the prior written consent of the Platform Owner, (b) use the Platform on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity, or (c) act as a broker (either disclosed or undisclosed), or place Bids or Offers for or on behalf of any other person or entity.

4. Intellectual Property Rights. Platform Owner Parties represent and warrant that Platform Owner Parties have all rights, authority and licenses to provide the Platform to User as set forth herein. The Platform, the content and these General Terms and Conditions are protected by copyright and other intellectual property rights of the Platform Owner Parties, including without limitation patent, copyright, service mark, trademark, trade secret, know-how, utility model, data and database rights, and all registrations and applications for registration therefore, and all continuations, renewals, and reissuances thereof. Other than pursuant to the License, no User obtains any rights in or to the Platform, the content or these General Terms and Conditions, or any proprietary rights therein.

5. Designation Procedures. Before utilizing the Platform, each User shall, before initiating any entry into the Platform, advise the Platform Owner, in a manner that is acceptable to the Platform Owner, the names of its authorized Individual Users, and its Credit Administrator, and the valid counterparties per Commodity Contract with which the User is permitted to trade (e.g., by having executed a maser agreement with the valid counterparties ("Master Agreement"), in which case each confirmation generated by this Platform with respect to each Commodity contract shall be a "Confirmation" for the purpose of such Master Agreement). The User shall be responsible for suspending and/or terminating the User privileges of each other person to whom the User shall have designated as an Individual User, and for adding, updating, and removing the valid counterparties per Commodity Contract with whom the User is permitted to trade. In addition, User shall notify the Platform Owner immediately by e-mail and by delivery by fax to the Platform Owner of a signed document in writing of any change or termination of the authority of any of its Individual Users or its Credit Administrator. Such change shall be effective twenty-four (24) hours after confirmed receipt, during Regular Platform Business Hours, of such notice by e-mail and fax, delivered in accordance with the notice provisions of Section 23 of this User Agreement. The foregoing procedures to be used for designating Individual Users and the Credit Administrator, as well as valid counterparties and for changing and terminating such designation shall be referred to herein as the "Designation Procedures".

6. Access to Platform. To use the Platform, each User must access the Platform using its own computer equipment via the Internet. Access to the Platform is accomplished by the utilization of User IDs ("User IDs") assigned to the User and passwords ("Passwords") developed by the User and approved by the Platform Owner. Each User ID and Password assigned to an Individual User is for use only by the Individual Users and the Credit Administrator, as the case may be, designated by the User in accordance with the Designation Procedures. Users shall establish and maintain reasonable security and control over all such assigned User IDs and Passwords. Users agree that the Platform Owner Parties may rely and act upon any instructions set forth in any data transmission containing the correct Customer ID and Password, without making any further inquiry regardless of the actual identity of the individual transmitting the instructions. Notwithstanding the foregoing, if a third party utilizes a method other than a Customer ID or Password to access the Platform on behalf of User, User will not be responsible for such access "hacking" or other unauthorized means of using the Platform. Users shall promptly notify the Platform Owner of any breach of security with regard to User IDs and Passwords or any improper use of the same. Platform Owner Parties will notify User immediately upon determination that a user, Platform Owner does not know to be a User, has attempted or has successfully used User’s Customer ID and Password, provided, however, Platform Owner Parties shall have no obligation to ascertain the identity of Users beyond the procedures set forth in this User Agreement. User shall be liable to the Platform Owner for and shall pay the Platform Owner all Transaction Fees associated with the use of the User IDs or Passwords issued to each User, until twenty-four (24) hours after confirmed receipt, during Regular Platform Owner Business Hours, of notice of such change by e-mail, telephone and fax made in accordance with the Designation Procedures and the notice provisions of Section 23 of this User Agreement.

7. Terms of Use. Each User will allow access to the Platform only by the Individual Users and the Credit Administrator designated by it pursuant to the Designation Procedures. Each User assumes full responsibility: (a) for any use of the Platform by its contractors, subcontractors, agents and any other persons that the User exercises control over or instructs to act (hereinafter "Personnel"), whether or not such parties are authorized by the User to use the Platform, and for ensuring that User’s Personnel abide by and comply with these General Terms and Conditions and all applicable regulations and provisions of law, (b) for any use of the Platform by anyone utilizing User IDs or Passwords assigned to the User, and (c) to all Users to conclude On-line Transactions with such other Users arising from all Orders placed by, or clicked on by, any of such User’s Personnel on behalf of such User, and for all Transaction Fees to be paid to the Platform Owner for all On-line Transactions resulting from the actions of any of the persons referred to in the foregoing clause (b) on behalf of such User. A breach by any of User’s Personnel of any provision of these General Terms and Conditions will constitute a breach of this User Agreement by the User. User will not access or use the Platform by means of any automated program, expert system, or electronic agent and will not give any third party access to Corporate User’s accounts or permissions under these General Terms and Conditions.

8. Clearing. CME ClearPort and ICE Clear Europe Limited are the sole Clearinghouses for the Platform. Pursuant to this Clearing feature of the Platform, it is the User’s sole responsibility to clear the Commodity Contract contracts through the Clearinghouse, to accept, maintain and verify the minimum CME ClearPort and / or ICE Clear Europe Limited financial and regulatory qualifications and/or those of their futures commission merchant or the applicable clearing member necessary to conduct CME ClearPort or ICE Clear Europe Limited cleared On-line Transactions. None of the Platform Owner Parties verifies or guarantees the ability of the Users ability to access and or utilize CME ClearPort or ICE Clear Europe Limited to clear Commodity Contract transactions. None of the Platform Owner Parties verifies or guarantees the Clearing feature of the Platform. Clearing terms, compliance with the Clearinghouse applicable rules and procedures and acceptance by the User and the User’s counterparty with respect to any On-line Transactions are the full responsibility of each respective User.

9. Limitations on Use of the Platform. Each User agrees not to: (a) alter, enhance or make derivative works of all or any part of the Platform, and not to reverse engineer, reverse assemble or decompile all or any part of the Platform, (b) use, or allow the use of, the Platform in contravention of any federal state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations, (c) introduce into the Platform any virus or other code or routine intended to disrupt or damage the Platform, alter, damage or delete any content or retrieve or record information about the Platform or other Users, or (d) otherwise act in a fraudulent, malicious, illegal or grossly negligent manner when using the Platform.

10. Limitations on Platform Owner Parties’ Liability. None of the Platform Owner Parties verifies, monitors, controls, edits, writes, re-writes or reviews in any way, or assumes any liability whatsoever, for any postings or other content by or of any Users or other third parties on the Platform, including but not limited to bids, offers, completed transactions, or any other postings on the Platform.

11. Indemnity. (a) Each User hereby agrees to indemnify the Platform Owner Parties against any and all claims, losses, damages, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) ("Losses"), and to defend the Platform Owner Parties in any suit, claim or proceeding arising out of any failure on User’s part to comply with any On-line Transaction entered into by any User through or in connection with the System or any breach of User’s obligations, representations and warranties contained in these General Terms and Conditions of the User Agreement, unless such Losses result from the Platform Owner Parties’ negligence, willful misconduct, or breach of indemnity obligations in Section 11(b) and confidentiality obligations in Section 13. (b) Platform Owner Parties shall indemnify User and hold User harmless from and against any Losses resulting from or arising out of any claim by a third party that User’s use of the Platform, as delivered by Platform Owner Parties, infringes any copyright, trade secret or U.S. patent, provided that: (i) User will give Platform Owner Parties prompt written notice of any indemnified claim (however, failure to promptly notify shall not relieve Platform Owner Parties of its indemnity obligations except to the extent material prejudice directly results from such failure to give prompt notice); (ii) Platform Owner Parties will not settle an indemnified claim in a manner that materially prejudices User's rights without User’s prior written consent; (iii) Platform Owner Parties will have the exclusive control of the defense of the indemnified claim (except that User will be permitted to participate in the defense with counsel of User's own choosing); and (iv) User will reasonably cooperate with Platform Owner Parties in the defense of the indemnified claim.

12. Information Requests / Regulatory Compliance. Each User hereby acknowledges, agrees and gives its consent that the Platform Owner Parties shall have the right to provide to the U.S. Commodity Futures Trading Commission (the "CFTC"), or any other relevant regulatory authority, access to the Platform trading protocols and electronic access to view, and/or information regarding, all transactions conducted, and Orders posted on the Platform and that each User shall cooperate with Platform Owner Parties in providing any information pursuant to the CFTC or relevant regulatory agency request.

13. Confidentiality. Each User hereby acknowledges and agrees that the Platform, the content, and these General Terms and Conditions are confidential information of the Platform Owner Parties. Platform Owner Parties hereby acknowledge and agree that all information provided by the User and entered into the Platform are confidential information of the User. Each User and Platform Owner Party agrees that it will take all necessary and appropriate steps to ensure that it (and, if applicable, it’s Personnel) does not disclose such confidential information to third parties. Each User and Platform Owner Party agrees that it (and, if applicable, its Personnel) will not disclose, redistribute, rebroadcast or transfer to, or print, copy or duplicate the Platform, the content or these General Terms and Conditions for, third parties, (excluding affiliates who have a need-to-know), in whole or in part, without the prior written consent of the Platform Owner (including, without limitation, no redisplaying and/or rebroadcasting of Transactions, Bids, Offers and other trading information).

14. LIMITATIONS ON WARRANTIES. THIS PLATFORM IS PROVIDED "AS IS". NONE OF THE PLATFORM OWNER PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR AS TO THE RESULTS TO BE ATTAINED BY ANY USER FROM THIS PLATFORM. EACH OF THE PLATFORM OWNER PARTIES HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND REPRESENTATIONS, RELATING TO THIS PLATFORM AND THE CONTENT, EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. NONE OF THE PLATFORM OWNER PARTIES MAKES ANY REPRESENTATIONS WHATSOEVER THAT ANY OTHER USER WILL ACTUALLY ENTER INTO ANY ON-LINE TRANSACTION, OR WILL PERFORM ANY ON-LINE TRANSACTION.

15. LIMITATIONS ON LIABILITIES. (A) NONE OF THE PLATFORM OWNER PARTIES NOR USER WILL BE LIABLE FOR ANY INJURIES CAUSED BY THE USE OF THIS PLATFORM AND/OR RELATED SOFTWARE AND TECHNOLOGY, INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM ANY ERRORS, DELAYS OR FAILURES OF THIS PLATFORM OR INTERRUPTIONS IN THE TRANSMISSION OR CONFIRMATION OF ORDERS, TRANSACTIONS OR CONTENT, OR FROM THE ELECTION OF ANY OTHER USER NOT TO ENTER INTO AN ON-LINE TRANSACTION OR NOT TO CARRY OUT ANY ON-LINE TRANSACTION. (B) NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT ANY OF THE PLATFORM OWNER PARTIES (OR USER) IS HELD TO BE LIABLE TO A USER (OR PLATFORM OWNER PARTIES) FOR ANY CAUSE, WHETHER FOR NEGLIGENCE, TORT, INTENTIONAL MISCONDUCT OR FOR ANY OTHER CAUSE OF ACTION, THE AGGREGATE LIABILITY OF ALL OF THE PLATFORM OWNER PARTIES, FOR ALL CAUSES OF ACTION, WILL NOT EXCEED THE TRANSACTION FEES PAID TO THE PLATFORM OWNER BY SUCH USER FOR USE OF THE PLATFORM DURING THE 6 (SIX) CALENDAR MONTHS PRIOR TO THE CLANDER MONTH IN WHICH THE CAUSE OF ACTION GIVING RISE TO THE LIABILITY AROSE. (C) UNDER NO CIRCUMSTANCES WILL ANY OF THE PLATFORM OWNER PARTIES OR USER BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) ARISING UNDER THESE GENERAL TERMS AND CONDITIONS, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.

16. Non-US User Matters.
(a) The distribution of the information contained on this Platform in certain countries and jurisdictions may be restricted by law and, accordingly, persons who intend to access the Platform are required to inform themselves about and to comply with any such restrictions and ensure compliance with the laws of their domicile. This User Agreement does not constitute an offer or solicitation, or an offer to conduct business in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is not lawful to make such an offer or solicitation.

(b) Persons interested in trading through the System should inform themselves as to: (i) the legal requirements within the countries of their nationality, residence or domicile for such trading; (ii) any foreign exchange control requirement which they might encounter through such trading; (iii) the income tax and other tax consequences which might be relevant to such trading; and (iv) any anti-money laundering restrictions and requirements that may apply to such trading activity. In particular, but without limitation to the generality of the foregoing, each User acknowledges that use of the System may in certain countries be restricted by law and, accordingly, agrees in respect of a country in which it is present and in which it wishes to make use of the System to obtain all necessary certificates, licenses, permits and authorizations required for the use and operation of the System and shall not do, neglect to do or permit to be done any act by it or over which it has control whereby use of information on the System, the System itself or the use thereof or the services provided by the Platform Owner Parties would contravene any applicable law, rule or regulation for the time being in force in that country.

(c) Each non-U.S. User hereby acknowledges that in the event that the CFTC issues any subpoenas to such Users, the Platform Owner will assist the CFTC in forwarding any subpoenas to such Users, and that use of the Platform by any such User who fails to respond to such subpoenas will be limited or denied.

17. Further Agreements. Each time a User uses the System, a condition of use is that it agrees to be bound by these General Terms and Conditions of this User Agreement, and accept all responsibility for the selection and use of the System and for any trading and other decisions made by it based on such use.

18. Dispute Resolution.
(a) All disputes between Users and their counterparties shall be resolved according to the provisions of the applicable Master Agreements between such parties, and, in the absence of the applicable Master Agreement between the User and its counterparties, as agreed by such parties.

(b) It is agreed that the Platform Owner acts at all times only as a Platform operator and that accordingly no Platform Owner Party can be held liable in any way whatsoever for any resolution achieved according to these General Terms and Conditions.

19. No Regulatory Representations. Each User acknowledges that the Platform Owner does not represent in any way that the Platform is registered with, or designated, recognized, licensed or approved by the NFA, CFTC, or any other regulatory authority.

20. Principal Transactions. Each User affirms that all prices and transactions it submits and executes through the System are in the User’s capacity as principal.

21. User Representations.

(a) Each User affirms that, in transacting on the Platform, it is and will continue to be an "Eligible Commercial Entity," as defined in Section 1a(11) of the Commodity Contract Exchange Act ("CEA"), unless and until it notifies the Platform Owner otherwise. If a User no longer qualifies as an Eligible Commercial Entity, such User’s trading privileges on the Platform may be suspended immediately.

(b) The term "Eligible Commercial Entity" means, with respect to an agreement, contract or transaction in a commodity— (A) an eligible contract participant described in clause (i), (ii), (v), (vii), (viii), or (ix) of paragraph (12)(A) of the CEA that, in connection with its business— (i) has a demonstrable ability, directly or through separate contractual arrangements, to make or take delivery of the underlying commodity; (ii) incurs risks, in addition to price risk, related to the commodity; or (iii) is a dealer that regularly provides risk management or hedging services to, or engages in market-making activities with, the foregoing entities involving transactions to purchase or sell the commodity or derivative agreements, contracts, or transactions in the commodity; (B) an eligible contract participant, other than a natural person or an instrumentality, department, or agency of a State or local governmental entity, that— (i) regularly enters into transactions to purchase or sell the commodity or derivative agreements, contracts, or transactions in the commodity; and (ii) either— (I) in the case of a collective investment vehicle whose participants include persons other than— (aa) qualified eligible persons, as defined in Commission rule 4.7(a) (17 CFR 4.7(a)); (bb) accredited investors, as defined in Regulation D of the Securities and Exchange Commission under the Securities Act of 1933 [15 U.S.C. 77a et seq.] (17 CFR 230.501(a)), with total assets of $2,000,000; or (cc) qualified purchasers, as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 [15 U.S.C. 80a–2 (a)(51)(A)]; in each case as in effect on December 21, 2000, has, or is one of a group of vehicles under common control or management having in the aggregate, $1,000,000,000 in total assets; or (II) in the case of other persons, has, or is one of a group of persons under common control or management having in the aggregate, $100,000,000 in total assets; or (C) such other persons as the Commission shall determine appropriate and shall designate by rule, regulation, or order.

(c) Users are advised to consult with their own counsel as to whether they qualify as an Eligible Commercial Entity.

22. Notice Procedures. Any notices sent to the Platform or the Platform Owner by the User under this User Agreement shall be sent to:
E-mail: coalrequests@tradition.com
Fax: 212 943 9545
Post: TFS Derivatives Corporation, 32 Old Slip, 34th Floor, New York, NY 10005

23. Term and Termination.
 
(a) Standard Term. The term of this User Agreement shall commence on the Effective Date and will continue thereafter unless and until terminated without cause by: (i) the Platform upon thirty (30) calendar days prior written notice to User; or (ii) by User, upon thirty (30) calendar days prior written notice to the Platform; provided however, that if good cause exists, then by: (iii) the Platform upon seven (7) calendar days prior written notice to User; or (iv) by User, immediately. In all events, this User Agreement shall remain in effect with respect to any transactions executed prior to such termination. For the avoidance of doubt, "good cause" shall include, among other things, a party’s violation of any applicable law or any of the representations and acknowledgements set forth in these General Terms and Conditions and in any event where the other party becomes insolvent.

(b) Platform Right to Terminate. Notwithstanding the above, Platform shall, in all instances, retain authority in its sole discretion to suspend, terminate or restrict at any time User’s access to and utilization of the Platform with or without termination of these General Terms and Conditions in order to protect the integrity or operation of the Platform.

(c) Termination Payments. Following termination for any reason, all outstanding fees associated with User access to and use of the Platform shall become immediately due and payable.

24. Governing Law, and Jury Trial Waiver.

(a) Governing Law. THIS USER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR THE PRINCIPLES OF CONFLICT OF LAW).

(b) Jurisdiction. User agrees and submits to the general and exclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in New York, NY and agrees to commence any action, suit, or proceeding in the Supreme Court of the State of New York, or in the United States District Court for the Southern District of New York. User waives any objection to venue or inconvenient forum.

(c) Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, PLATFORM AND USER WAIVE THE RIGHT TO A JURY TRIAL IN RESOLVING ANY DISPUTE BETWEEN THE PARTIES.

25. No Third Party Beneficiary. Nothing in these General Terms and Conditions of the User Agreement shall be considered or construed as conferring any right or benefit on any person that is not a party to these General Terms and Conditions or imposing any obligations on Platform with respect to persons that are not parties to these General Terms and Conditions.

26. Force Majeure. The Platform and User shall not be deemed to be in default of any provision hereof or to be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from any cause beyond its reasonable control, including, but not limited to, acts of God, acts of a civil or military authority, civil disturbances, war, terrorism, strikes, fires, other natural or manmade catastrophes, or a power or telecommunications failure.