Terms of Use

Last Modified April 11, 2016

Welcome to the ElReyNetwork.com website, which is owned and operated by El Rey Network LLC ("El Rey" or "we"). This Terms of Use Agreement (this "Agreement"), together with our Privacy Policy and (when applicable) Content Submission Policy and Agreement, governs your use of the ElReyNetwork.com website as well as any and all other websites, mobile sites, mobile apps, widgets, and online and mobile services that we may offer to the general public from time to time (collectively, the "El Rey Services" and individually, an "El Rey Service"). By using any of the El Rey Services, you accept and agree to be bound by the terms and conditions set forth in this Agreement as well as any applicable Additional Terms.

NOTE:

• Use of a specific El Rey Service may require you to accept additional terms and conditions applicable to that service ("Additional Terms"). Such Additional Terms constitute an integral part of this Agreement. In the event of a conflict between any such Additional Terms and this Agreement, such Additional Terms will prevail over this Agreement with respect to your use of that specific El Rey Service, unless expressly otherwise stated.
• We may allow you to purchase El Rey branded merchandise through a separate online store site that is hosted, operated and managed by an independent third party selected by, but not affiliated with, us (the "Store Operator"). The Store Operator will be responsible for collecting, transmitting, processing and securing your payment and billing information in connection with your purchase. Your use of such online store site will be governed by the Store Operator’s terms and conditions and privacy policy posted on such store site, and NOT by this Agreement or El Rey’s Privacy Policy. Unless expressly otherwise stated and except where prohibited by law – all ITEMS OF El Rey branded merchandise are sold "as is" and ALL SALES ARE FINAL AND NO RETURN OR EXCHANGE WILL BE ACCEPTED.

1. CHANGES TO THIS AGREEMENT

From time to time, we may update and modify this Agreement to accommodate new technology, industry practices, regulatory requirements, or for other purposes. We will provide you with notice if the changes are material and, where required by applicable law, we will obtain your consent. Unless expressly otherwise agreed, all material changes will apply prospectively only. If you have an account on an El Rey Service, we may notify you of material changes via email and/or may ask you to affirmatively consent to the changes (e.g., by checking a box or clicking a button) at the time of your next account login on that service.

2. CHILDREN AND MINORS

Use of the El Rey Services is limited to users aged 13 and above. By using any of the El Rey Services, you represent and warrant that you are at least the age of majority in your jurisdiction of residence or if not, that you access the El Rey Services with parental supervision and consent.

3. Account Registration

Access to certain El Rey Services may require you to create an account. By creating an account on an El Rey Service, you represent and warrant that all registration information you submit to us is your own information and is truthful and accurate. It is your responsibility to notify us of any changes in your account information, including your contact information. You are responsible for maintaining the confidentiality of your account log-in information and are responsible for all activities on your account. If you share your account with others, you are responsible for all activities on your account by those with whom you share the account. Please immediately notify us of any unauthorized use of your account or any unauthorized or suspicious activity on your account.

4. RESERVATION OF RIGHTS

We reserve the right at any time, in our sole discretion, with or without notice, and without liability to you or other users, to: (i) modify, suspend, remove or terminate the El Rey Services or any content or feature offered on the El Rey Services, or any portion thereof; (ii) restrict, limit, suspend or terminate any user’s access to some or all of the El Rey Services or some or all of the content and features offered on the El Rey Services; (iii) monitor any user’s activities on the El Rey Services to verify and ensure that user’s compliance with this Agreement and/or any applicable law; and (iv) investigate any suspected or alleged violation of this Agreement and cooperate with authorities in such investigation.

5. TERM

This Agreement shall continue and remain in full force and effect for as long as you continue to use any El Rey Service or maintain an account on any El Rey Service, whichever lasts longer.

6. INTELLECTUAL PROPERTY

6.1 Certain Definitions: As used herein:

• "El Rey Content" means all content and material made available by El Rey and/or by its affiliates, licensors or business partners on or through the El Rey Services, including, without limitation, text, editorials, artwork, graphics, images, photos, animations, videos, audios, music, advertisements, program descriptions, program titles, marks, logos, slogans, links, software, downloadable apps, social media plug-ins, user interfaces, layout and look and feel designs, search engines, tools, templates, forms, directories, data and information.
• "User Content" means any content or material submitted by users for posting, display, transmission or dissemination on or through the El Rey Services, including, without limitation, user reviews and comments, user idea submissions, and user-submitted photos, images, clips, messages, etc., but specifically excluding any El Rey Content as well as any other content that is owned by El Rey or its affiliates, licensors or business partners.

6.2 Ownership: The El Rey Services and all El Rey Content belong to El Rey and/or its licensors, and are protected by United States and international copyright, trademark and other laws. El Rey does not claim any ownership rights in any User Content, with the exception of ownership rights that may be negotiated by and between you and El Rey pursuant to Maker Content submitted to The People’s Network.

6.3 El Rey License to You: El Rey hereby grants to you a limited, revocable, nonsublicensable, nontransferable license to use the El Rey Services and access and view El Rey Content for your own personal, non-commercial use within the United States of America only. All rights not expressly granted herein are reserved by El Rey. Except as expressly provided in this Agreement or in the Additional Terms for an applicable El Rey Service, you may not copy, reproduce, download, upload, post, stream, broadcast, transmit, perform, exhibit, display, publish, distribute, sell, offer to sell, frame or deep-link, modify, alter, translate, or otherwise use or exploit any El Rey Service or any El Rey Content.

6.4 Unsolicited Submissions: With the exception of submissions made through El Rey’s The People’s Network page, which requires you to accept El Rey’s CONTENT SUBMISSION POLICY AND AGREEMENT, El Rey does not knowingly accept, via the El Rey Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, music, information, suggestions, proposals, ideas or concepts. El Rey requests that you do not make any unsolicited submissions, unless they are made through El Rey’s The People’s Network page. Any similarity between an unsolicited submission and any elements in any El Rey creative work, including, without limitation, a film, television series, story, title or concept would be purely coincidental. If you make a submission of User Content to El Rey other than through El Rey’s The People’s Network page you agree that: (i) such unsolicited submission is not being made in confidence or trust and that by making such submission, no contractual or fiduciary relationship is created between you and El Rey; (ii) you are not entitled to any compensation, credit or notice whatsoever in connection with such unsolicited submission.

6.5 El Rey DMCA Policy: In compliance with the Digital Millennium Copyright Act (Title 17, United States Code) ("DMCA"), El Rey will respond to proper notifications of claimed copyright infringement with respect to user generated content that is published online by El Rey, and will take appropriate action including removing and disabling access to the allegedly infringing User Content. El Rey also has a policy of terminating, in appropriate circumstances, the accounts of registered users on the El Rey Services who are determined to be repeat infringers.

Designated Agent: In compliance with the DMCA, the following is El Rey’s Designated Agent to receive notifications of claimed copyright infringement by User Content on the El Rey Services:

• By mail:
  James Kanatas
  El Rey Network c/o Univision
  605 Third Avenue
  12th Floor
  New York, NY 10158
• By email:
  submissions@elreynetwork.com

Notice of Claimed Copyright Infringement: If you believe that your copyright has been infringed or violated by any user generated content found on the El Rey Services, please notify the Designated Agent listed above in writing and provide the following requisite information:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a representative list of such works;
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
• information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
• a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law or is protected under the doctrine of fair use; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notification to Claimed Copyright Infringement: Under the DMCA, if a notice of copyright infringement has been filed against content submitted by you on the El Rey Services, you may make a counter-notification with the Designated Agent listed above, provided that such counter-notification must be in writing and contain the following requisite information:

• your physical or electronic signature;
• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• a statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
• your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located (or in the State of New York, USA, if you reside outside of the United States), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.

If El Rey receives a valid counter-notification, it may reinstate the removed or disabled material in accordance with the DMCA.

Please note that, under the DMCA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.

6.6 Use of Software: If you acquire or download any software (including any mobile app) made available by El Rey or any of its licensors or business partners on the El Rey Services ("Software"), you acknowledge that your use of the Software is specifically subject to the terms and conditions of the applicable end user license agreement that accompanies the Software or, if there is no such end user license agreement, the following additional terms and conditions: (i) the Software is licensed for your own personal, non-commercial use within the United States of America only; (ii) all right, title and interest in and to the Software, including, without limitation, all copyrights and other intellectual property rights, will remain with El Rey and/or the provider or licensor of the Software; (iii) you may not copy, modify, sell, distribute, disseminate, transmit, translate, reverse engineer, decompile or disassemble the Software; (iv) you may not bypass, disable, deactivate or render ineffective any protection or security scheme or program contained in the Software; (v) you may not remove, erase, modify or tamper with any copyright, trademark or other proprietary rights notice that is printed or stamped on, affixed to, or encoded or recorded in the Software; (vi) you may not download, install, use, export or re-export the Software or any underlying information or technology except in full compliance with United States export control laws and regulations (see below for more information); and (vii) you acknowledge that, unless expressly otherwise stated, we provide no assistance, including any technical or customer support, in the use of the Software and your use of the Software is at your own risk.

All Software provided on the El Rey Services is subject to United States export control laws and regulations. No Software may be downloaded from the El Rey Services or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Sudan, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods, or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading, installing or using any Software obtained from the El Rey Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

7. Prohibited activities

We do not permit or tolerate any illegal, abusive, harmful or improper use of the El Rey Services. Without limitation to the generality of the foregoing, we specifically prohibit the following:

• using any El Rey Service (including Software) or any El Rey Content other than for your own personal, non-commercial use within the United States of America only;
• engaging in activity that violates any applicable law or violates any right of any person or entity;
• impersonating another person, or falsifying account information, or making unauthorized use of another person’s information;
• using any automated program, tool or process (including, without limitation, web crawlers, robots, bots, spiders, and automated scripts) to access the El Rey Services or any server, network or system associated with the El Rey Services, or to extract, collect, harvest or gather content or information from the El Rey Services;
• interfering in any way with the operation of the El Rey Services or any server, network or system associated with the El Rey Services, including, without limitation, hacking, mail-bombing, flooding, overloading, or making "denial of service" attacks; probing, scanning or testing the vulnerability of the El Rey Services or any server, network or system associated with the El Rey Services; breaching or circumventing firewall, encryption, security or authentication routines; accessing data not intended for you, or accessing another user’s account without permission;
• creating works or materials (including, without limitation, fonts, icons, link buttons, wallpapers, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards, and other merchandise or digital goods) that derive from or are based on any El Rey Content, regardless of whether such derivative works or materials are sold, bartered or given away;
• either directly or through the use of any device, software, internet site, web-based service or other means, removing, altering, bypassing, circumventing, avoiding, or interfering with any copyright, trademark, or other proprietary notice marked on any El Rey Service or El Rey Content, or any digital rights management mechanism, device, or other content protection, copy control, or access control measure associated with any El Rey Service or El Rey Content, including geo-filtering mechanisms;
• framing or otherwise creating a browser or border environment around any El Rey page or any El Rey Content, or deep-linking to any El Rey Content or any internal page of an El Rey Service;
• using any El Rey name, mark or logo in any manner (including as metatags or ad keywords), except as necessary in order to make reference to El Rey in a truthful and non-misleading and purely descriptive and nominative manner;
• submitting, uploading, posting or transmitting any User Content that is: unlawful; threatening; harassing; abusive; obscene; vulgar; sexually explicit; pornographic or inclusive of nudity; offensive; excessively violent; invasive of another’s privacy, publicity, contract or other rights; tortious; false or misleading; defamatory; libelous; hateful; or discriminatory;
• engaging in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;
• attempting to decipher, decompile, disassemble or reverse engineer any Software comprising or offered on any El Rey Service;
• sending or causing others to send (directly or indirectly) unsolicited bulk messages or other unsolicited bulk communications of any kind;
• soliciting, collecting or requesting personal information from others for commercial or unlawful purposes;
• submitting, uploading, posting or transmitting an image or video of another person without that person’s consent;
• engaging in "trolling," such as posting material, information, message or communication that is off-topic, absurd, or meaningless, with the intent of causing disruption or provoking reaction from others, or disrupting the normal flow of dialogue, causing a screen to "scroll" faster than other users are able to type, or otherwise acting in a manner that negatively affects other users’ ability to engage in real time exchanges;
• engaging in commercial activity, including, without limitation, advertisements or solicitations of business, purchase, or participation in any game or promotion.

8. LINKS TO Third-Party PRODUCTS AND Services

The El Rey Services may provide links (including through advertisements displayed) to websites, apps, and other products and services owned or operated by third parties (each, a "Linked Third-Party Product/Service"). Such links do not constitute or imply El Rey’s approval, sponsorship or endorsement of any Linked Third-Party Product/Service. When you engage with a Linked Third-Party Product/Service, you are interacting with the third party, not with El Rey. El Rey is not responsible for and makes no warranties, express or implied, regarding any Linked Third-Party Product/Service.

9. LINKING TO EL REY SERVICES

You may link to an El Rey Service, but subject to the following conditions:

• Your link must be a text-only link;
• You do not frame or otherwise create a browser or border environment around any El Rey page or any El Rey Content;
• You do not deep-link to any El Rey Content or any internal page of an El Rey Service;
• You do not link to any live stream or live streaming event on an El Rey Service (except with El Rey’s express prior written consent);
• You do not use any El Rey logo or design mark in or as your link;
• You do not link to an El Rey Service from any pornographic or sexually oriented website;
• You do not misrepresent or falsely suggest that your website, app, content, product or service is sponsored, endorsed or approved by, or is affiliated or otherwise connected or associated with, El Rey or any El Rey Service;
• You do not publish false, misleading or inaccurate information about, or otherwise disparage, El Rey or any El Rey Service or any El Rey Content;

El Rey is under no obligation to support your link.

10. Sweepstakes and Contests

El Rey and/or its partners may from time to time conduct sweepstakes, contests, games and other prize promotions on the El Rey Services. Participation in such sweepstakes, contests, games and other prize promotions will be subject to their published official rules.

11. MOBILE TERMS

The El Rey Services may include apps and website versions designed for mobile content that may be viewed on mobile phones, tablets and other mobile devices (the "Mobile Services"). In order to use the Mobile Services, you must have a wireless mobile device and wireless through Wi-Fi or a participating mobile service provider. The Mobile Services may include SMS (text messaging) and MMS (multimedia messaging). If you subscribe to receive mobile messages from El Rey, you can unsubscribe at any time and see our Privacy Policy for information on how to unsubscribe.

You agree that you are solely responsible for all Message & Data charges that you incur from your mobile service provider for your use of the Mobile Services. These charges may include standard and premium SMS/MMS charges and may be a one-time or reoccurring charge. All charges are billed by and payable to your mobile service provider. Please contact your mobile service provider for pricing plans and details. El Rey is not liable for any delays in the receipt of any SMS/MMS messages as delivery is subject to effective transmission from your network operator. Data obtained from you in connection with SMS/MMS services may include your mobile phone number, your carrier’s name and the date, time and content of your messages. We may use this information to contact you and to provide the services and subscriptions that you request from us.

12. Disclaimers

• THE EL REY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND EL REY DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE EL REY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EL REY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING.
• WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EL REY MAKES NO WARRANTY THAT YOUR USE OF THE EL REY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE EL REY SERVICES WILL BE CORRECTED, THAT THE EL REY SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON OR THROUGH THE EL REY SERVICES WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE.
• UNDER NO CIRCUMSTANCES WILL EL REY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA) RESULTING FROM USE OF THE EL REY SERVICES. YOU ACKNOWLEDGE THAT YOUR USE OF THE EL REY SERVICES AND INFORMATION YOU TRANSMIT OR RECEIVE ON OR THROUGH THE EL REY SERVICES, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE EL REY SERVICES AND INFORMATION YOU TRANSMIT OR RECEIVE ON OR THROUGH THE EL REY SERVICES.

13. Limitations on Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

• IN NO EVENT SHALL EL REY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS BE LIABLE UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND, OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) ARISING FROM OR IN CONNECTION WITH YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE UPON, ANY EL REY SERVICE OR ANY EL REY CONTENT OR ANY USER CONTENT), EVEN IF EL REY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
• IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF EL REY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS TO YOU FOR ANY AND ALL CLAIMS RELATING TO YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE UPON, ANY EL REY SERVICE OR ANY EL REY CONTENT OR ANY USER CONTENT, EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO EL REY FOR ANY EL REY SERVICE OR ANY EL REY CONTENT DURING THE TWELVE (12) MONTHS PERIOD PRIOR TO THE CLAIM.
• BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR TOTAL LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

14. United States Jurisdiction

El Rey controls and operates the El Rey Services from within the United States. El Rey does not represent that the El Rey Services and El Rey Content are appropriate or available for use in other locations. If you use the El Rey Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the El Rey Services. Not all of the El Rey Services are available worldwide or nationwide, and El Rey makes no representation that you will be able to obtain any El Rey Service in any particular jurisdiction, either within or outside of the United States.

15. BINDING Arbitration AND CLASS ACTION WAIVER

You and El Rey each agree to arbitrate all Disputes, except for those relating to the enforcement of El Rey’s and/or its licensors’ intellectual property rights. As used herein, "Dispute" means any dispute, claim, action or other controversy between you and El Rey concerning any El Rey Service or any El Rey Content or this Agreement, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis.

In the event of a Dispute, you or El Rey (as the case may be) must send to the other party a notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the Dispute, and the relief requested. You must send any notice of Dispute to El Rey Network LLC, 605 Third Avenue, New York, NY 10019, Attention: Legal/Arbitration Notice. We will send any notice of dispute to you at the contact information we have for you. You and El Rey will attempt to resolve a Dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, you or we may commence arbitration. You may also litigate a Dispute in small claims court if the Dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.

If you and El Rey do not resolve a Dispute by informal negotiation or in small claims court, the Dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the United States Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org or, in the United States, call 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.

Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, El Rey will pay all filing, AAA, and arbitrator’s fees and expenses. If the arbitrator issues you an award that is greater than the value of our last written settlement offer made before an arbitrator was selected (or if we did not make a settlement offer before an arbitrator was selected), then we will pay you the amount of the award or US $1,000, whichever is greater, and pay your attorney, if any, the amount of attorneys’ fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably accrue for investigating, preparing and pursuing your claim in arbitration. We waive any right to seek an award of attorneys’ fees and expenses in connection with any non-frivolous arbitration between you and us.

If you are a resident of the United States, arbitration will take place at any reasonable location convenient for you. For residents outside the United States, arbitration shall be initiated in the borough of Manhattan, New York, New York, United States of America, and you and El Rey agree to submit to the exclusive personal jurisdiction of the federal or state courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor El Rey will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.

16. Governing Law

This Agreement will be governed by, and construed in accordance with, the laws of the State of New York (without regard to its conflict of laws provisions). Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and El Rey agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any Dispute arising out of this Agreement or the El Rey Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE EL REY SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

17. Indemnity

You agree to indemnify and hold harmless El Rey and its affiliates, licensees, business partners, successors and assignees, and their respective officers, agents, representatives and employees, from and against any loss, liability, claim, or demand, including, without limitation, reasonable attorneys’ fees, made by any third party due to or arising out of or in connection with your use of the El Rey Services, your breach of this Agreement, your violation of any third-party right, or any User Content submitted by you.

18. MISCELLANEOUS

This Agreement (including any Additional Terms and the Privacy Policy) constitutes the entire agreement between you and us concerning your use of the El Rey Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, all of which shall remain in full force and effect. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.