Welcome to IvyLine Capital Advisors, LLC ("IvyLine"). By accessing our websites (www.ivylinecapital.com and www.ivylinecapital-commentaries.com), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, please do not use our websites or services.

Email: info@ivylinecapital.com

Phone: 717-492-6330

IvyLine Capital, operational since April 2015, is a Macro Driven Equity Fund specializing in equity options. Our goal is to deliver growth-like returns while mitigating volatility risk through diversified derivative strategies. Beyond our core investment activities, we also engage in consulting and education, targeting young finance professionals and students. This initiative, launched in 2018, originated from direct interest expressed by students on LinkedIn. It started modestly but quickly expanded due to positive feedback. As of May 2024, our educational division has reached over 1000 current and past members from more than 120 colleges and universities both in the U.S. and internationally, with participants hailing from countries like China, Italy, Bangladesh, India, Panama, Brazil, Australia, among others.

IvyLine Capital Advisors LLC (“IvyLine Capital,” “IvyLine,” “we,” “us,” and “our”) is a financial advisor exempt from registration. We provide video and written content to consumers for the purpose of informing and educating them. You can access IvyLine Capital over the Internet at www.ivylinecapital-commentaries.com (called the "Site") and through your mobile and other wireless devices. Additionally, IvyLine Capital and IvyLine Capital products and services are distributed via Vimeo, YouTube, and other digital platforms. We currently offer four main products: 1) Portfolio Management Development Program, 2) Investment & Derivative Program, 3) Quant & Python Intensive Level I, and 4) Investment & Derivative Program and Quant & Python Intensive Level 1 (the "Bundle"), collectively called the "Programs".

These Terms of Use are an agreement between you and us, IvyLine Capital Advisors, that govern your use of the IvyLine Capital Website and all of our services, including our Content (collectively, the “Site”). By using this Site, you agree to be bound by these terms and conditions without modification, deletions, or additions, which we call our "Terms of Use", and our "Privacy Policy" (located at www.ivylinecapital-commentaries.com), which is also part of these Terms of Use. You use the Site and services subject to all other terms and conditions that are described in these Terms of Use or that are otherwise indicated as applicable to various areas of the Site or to products and services that we make available or provide to you. These Terms of Use contain warranties and releases from you and disclaimers of liability from us. You also release us from all liabilities and claims of loss resulting from any error in quotes or data. If you do not wish to agree to these terms and conditions (our Terms of Use, which may also be referred to as the “Agreement”), please do not use the Site. Accessing the Site or using our services, in any manner, whether automated or otherwise, constitutes use of the Site and your agreement to be bound by our Terms of Use.

By using and visiting our website, you agree that our site is not meant to provide financial advice and is purely for educational purposes. By registering for any of our products, you agree that using our information and content is for educational purposes only. You also agree that you will not indemnify the company for any errors or omissions when it comes to your own investing.

You must be at least 18 years old to register, purchase, and participate in our services.

We have three main products:

- **Investment & Derivative Program:** A comprehensive program centered around investments, economics, equity analysis, and derivatives. The program also includes networking, guest speakers, and challenges. This program carries a monthly payment model or a lump sum payment amount described on our product offer page. Each registrant agrees to pay the required monthly payments or lump sum payment after registration. The registrant may request a refund within 7 days of registering. If the Registrant selects and submits payment for the monthly payment model, then the Registrant agrees to fulfill all payments. The Registrant is liable for any unpaid balances, unless the Registrant cancels registration within 7 calendar days. This service is not a subscription therefore all payments must be fulfilled.

- **Quant & Python Intensive:** A complex program focused on coding and data efficiency in finance. This program carries a monthly payment model or a lump sum payment amount described on our product offer page. Each registrant agrees to pay the required monthly payments or lump sum payment after registration. The registrant may request a refund within 7 days of registering. If the Registrant selects and submits payment for the monthly payment model, then the Registrant agrees to fulfill all payments. The Registrant is liable for any unpaid balances, unless the Registrant cancels registration within 7 calendar days. This service is not a subscription therefore all payments must be fulfilled.

- **Portfolio Management Development Program (PMDP):** Our most current offering, consisting of modeling and learning within the scope of portfolio management. We have two main payment models: a monthly payment model and an annual payment model. This is a subscription-based payment model and can be canceled at any time. A registrant must cancel within 7 days of their new payment cycle starting to receive a refund. The registrant agrees for IvyLine Capital Advisors to auto-charge them monthly or annually. The PMDP will have a maximum number of registrants at one time. If a registrant decides to discontinue and terminate their membership, IvyLine Capital Advisors will replace the available spot with the next available registrant.

Users must adhere to the following guidelines:

1. **Respectful Communication:** Always maintain a courteous and professional tone when interacting with others in the online group. Avoid inflammatory language or disrespectful behavior.

2. **Relevant Information Sharing:** Share market-based information that is timely, accurate, and relevant to the group's interests and objectives. Avoid spamming or sharing irrelevant content.

3. **Transparency and Integrity:** Be honest and transparent in your communications and interactions. Avoid misleading or deceptive practices when sharing information.

4. **Constructive Networking:** Engage in networking activities with a mindset of building meaningful connections and mutually beneficial relationships. Offer assistance and support to others where possible.

5. **Active Participation:** Contribute actively to discussions, brainstorming sessions, and collaborative efforts within the group. Avoid being passive or overly self-promotional.

6. **Respect for Privacy:** Respect the privacy and confidentiality of others in the group. Avoid sharing sensitive information without permission.

7. **Professionalism:** Maintain a professional demeanor in all interactions, including in written communication and online behavior. Avoid engaging in personal attacks or unprofessional conduct.

8. **Compliance with Group Guidelines:** Familiarize yourself with the group's rules and guidelines, and ensure compliance with them at all times. Seek clarification if unsure about any expectations or requirements.

9. **Positive Engagement:** Foster a positive and supportive atmosphere within the group by offering encouragement, constructive feedback, and recognition of others' contributions.

10. **Continuous Learning:** Stay open to learning from others and expanding your knowledge and skills. Engage in discussions and activities that facilitate personal and professional growth within the group.

This is an online platform, so every registrant is to be respectful and professional at all times. Sharing user IDs and passwords is strictly prohibited. If any registrant is found sharing their user ID and password, IvyLine Capital Advisors reserves the right to remove the registrant immediately without refund.

IvyLine Capital Advisors is committed to protecting your privacy. We will not share your information with any third-party vendors. Please refer to our detailed Privacy Policy on our website for more information.

This Site and all the content and materials available on the Site are the property of IvyLine and/or our affiliates or licensors and are protected by copyright, trademark, international treaties, and other intellectual property laws. The Site is provided solely for your personal, non-commercial use. We are granting you a personal, non-transferable, limited, revocable license to use this Site, subject to these Terms of Use. Because the right to use this Site is personal to you, you may not transfer that right to any other person or entity. Unless explicitly authorized in these Terms of Use or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, port, sell, transfer, sublease, broadcast, publicly perform or display, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site without our written consent. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE SITES HYPERLINKED TO THIS SITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF IVYLINE IS STRICTLY PROHIBITED. In addition, you may not decompile, reverse engineer, disassemble, or reduce any portion of the Site to a human-readable form. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use. If you do so, you must retain all copyright and other proprietary notices on such materials. By downloading and/or printing such materials, you do not acquire any ownership rights to them. You acknowledge and agree that you are solely responsible for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other liability resulting from your improper use of this Site.

This Site may include a variety of features that allow you to give feedback to us and to submit materials to us. This Site also may include other features that allow you to communicate with third parties. By accessing and using any such features, you represent and agree: (i) that you are the sole owner of any material you submit, or are making your submission with the express consent of the owner(s) of the material; (ii) that you are 18 years of age or older; (iii) that the materials will not violate the rights of, or cause injury to, any person or entity; and (iv) that you will defend, indemnify, and hold harmless us, our parent, our subsidiary corporations, our affiliates, and each of our and their respective directors, officers, managers, subscribers, shareholders, partners, employees, agents, representatives, and licensors, from and against any liability of any nature arising out of or related to any content or materials submitted to the Site by you or by others using your username and password. You also grant us a license to use the materials you submit via such features, as described above under the header “License to Content and Materials You Submit to Us.” We have the right, but not the obligation, to monitor the content of the Site and any site that is hyperlinked to our Site at all times, including any social networking features, chat rooms, and other similar mediums that may hereinafter be included as part of the Site, to determine compliance with these Terms of Use, any other applicable user rules, and any applicable laws, rules regulations, or authorized government or self-regulatory requests. We reserve the right at all times, in our sole discretion, to screen content submitted by users and Subscribers and to edit, move, delete, and/or refuse to accept any content that we believe in our sole discretion violates these Terms of Use or is otherwise unacceptable or inappropriate, for any reason. We may reject any content or any materials or content you submit in our sole discretion. You acknowledge and agree that we may preserve content and materials submitted by you and may also disclose such content and materials if required to do so by law or if, in our judgment, such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any content or materials submitted by you violate the rights of third parties; or (d) protect the rights, property, or personal safety of our Site, us, our affiliates, and each of their officers, directors, managers, partners, subscribers, employees, shareholders, agents, representatives, our licensors, other users, and/or the public in general.

License to Content and Materials You Submit to Us

When you submit any material (including any photos, recordings, or videos) to our Site, you grant us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, nonexclusive, unrestricted, worldwide license to use, reproduce, publish, copy, modify, transmit, edit, sell, port, broadcast, sublicense, transfer, assign, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any form, manner or medium (whether now known or hereafter developed), for any purpose that we choose without territorial or time limitations, and to sublicense such rights through multiple tiers of sub-licensees. The foregoing license grant includes the right to exploit any proprietary rights in the materials you submit, including, but not limited to, rights under copyright, trademark, or patent laws that exist in any relevant jurisdiction. Also, in connection with the exercise of these rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your submissions by name, e-mail address, or screen name, as we deem appropriate. You understand that the technical processing and transmission of the Site, including content submitted by you, may involve transmissions over various networks, and may involve changes to the content to conform and adapt it to technical requirements of connecting networks or devices. You will not receive any compensation of any kind for the use of any materials submitted by you. By submitting material to this Site, you have agreed to grant us the rights described herein or the owner(s) of such material has agreed to grant to us the rights described above. You agree that the rights granted herein also apply to our parent, subsidiary corporations, and our affiliates.

We are a financial institution and services company. We provide video commentary and written content to consumers for the purpose of informing and educating our listeners through various distribution channels. We are not a registered broker-dealer or a registered investment adviser. We are an advisor that is exempt from registration. We do not effect transactions in securities or engage in other broker-dealer activities. We do not give investment advice or advise anyone on the value of securities or other investment instruments. We do not recommend trades or transactions in securities, commodities, futures, forex, or other financial instruments. We do not direct client commodity accounts or give commodity trading advice tailored to any particular client’s situation. Although we believe our Content consists solely of educational and informational material, some of our Content may be deemed to be impersonal investment-related information. This information is based on our review of current opinions and viewpoints in the marketplace and statistical and financial data and independent research we obtain from others. Investment-related information we provide is for educational and informational purposes only, and no trade ideas or other references we make to a particular security is a recommendation to buy, sell, or hold that or any other security, any portfolio of securities, or to effect any transaction or investment strategy. None of the information we give is tailored to your investment needs or the investment needs of any person. We do not guarantee that following any of the information we provide would result in profitable investment activities. We do not warrant or guarantee the accurateness, completeness, or adequacy of the information we provide, the information included on this Site, or the information contained on sites linked to our Site. Your use of information on our Site or materials linked to our Site is entirely at your own risk.

You agree to hold us and our affiliates harmless from all information provided in any and all commentaries, prerecorded, newsletters, whitepapers, and in any and all Content and Materials we provide. YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. THE INFORMATION, PRODUCTS, AND SERVICES OFFERED ON OR THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, OUR AND ANY THIRD-PARTY SITES LINKED TO THIS SITE ARE PROVIDED “AS IS," “AS AVAILABLE” AND WITH “ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, OUR MATERIALS, OR OTHER CONTENT AND ALL OTHER SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, OUR CONTENT, MATERIALS, OR OUR OTHER CONTENT AND ANY OTHER SERVICES OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES, INTERFERENCE, HACKING, OTHER SECURITY INTRUSIONS, DAMAGE, OR OTHER HARMFUL COMPONENTS. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER DEFECTS. WE AND OUR AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OR INABILITY TO USE THIS SITE OR ANY INFORMATION OR SERVICES WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS OR SERVICES ON THIS SITE, INCLUDING OUR CONTENT, OUR MATERIALS, THE STORE, OUR OTHER CONTENT AND ANY OTHER SERVICES, OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. IN ADDITION, THE MAXIMUM AGGREGATE LIABILITY OF IVYLINE AND/OR OUR AFFILIATES ARISING IN CONNECTION WITH THESE TERMS OF USE AND YOUR USE OF OUR SITE OR THE STORE SHALL NOT EXCEED TEN DOLLARS ($10.00). UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WE OR OUR AFFILIATES BE LIABLE FOR DAMAGES OF ANY KIND OR NATURE WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL OR OTHERWISE (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE) WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY, OR OTHER CLAIM THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, IVYLINE, THIS SITE INCLUDING ITS ASSOCIATED CONTENT, MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THIS SITE, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. THE DISCLAIMER AND LIMITATION OF LIABILITY AND DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL TO THE BASIS OF THE ARRANGEMENT BETWEEN IVYLINE AND YOU. THIS SITE, OUR CONTENT, AND OUR MATERIALS WOULD NOT BE AVAILABLE TO YOU WITHOUT SUCH DISCLAIMERS AND LIMITATION OF LIABILITY AND DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, IS LIMITED TO THE FULLEST EXTENT PERMITTED BY

 SUCH STATE LAWS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN ANY MATERIALS ON OR RELATED TO OUR SITE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE, HARASSING, INFRINGING, OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, OR ANY CONTENT, MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE'S TERMS AND CONDITIONS, THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU IS TO STOP USING THE SITE. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES, INJURIES, EXPENSES, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR PURCHASE OF PRODUCTS OR SERVICES SOLD BY IVYLINE ITS AFFILIATES AND SUBSIDIARIES.

In connection with the releases contained in our Terms of Use, you hereby waive California Civil Code Section 1542 (and any similar application provision under any other state law) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

These Terms will be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to any principles of conflicts of law.

Pricing is subject to change and each registrant will be notified of the price increase within one month of this change. Meeting times are subject to change due to holidays, weather, illness, and unexpected scheduling conflicts.

You agree that, in our sole discretion, we may suspend or terminate your access, your password, other identification numbers, or use of the Site, or any part of the Site, and remove and dispose of any materials that you submit to the Site, at any time, for any reason, without notice. You agree that we will not be liable to you or any third-party for any suspension or termination of your password or other identification numbers, or use of the Site, or any removal of any materials that you have submitted to the Site. In the event that we suspend or terminate your access to and/or use of the Site, you will continue to be bound by the Terms of Use that were in effect as of the date of your suspension or termination.

This arbitration provision (“Arbitration Provision”) sets forth the circumstances and procedures under which Claims (defined below) that arise between you and us will be resolved through binding arbitration. This means that neither you nor we will have the right to litigate that Claim in court or have a jury trial on that Claim. Other rights that you would have in court also may not be available or may be limited in arbitration, including your right to appeal and your ability to participate in a class action. Nothing in this provision precludes you from filing and pursuing your individual Claim in a small claims court in your state or municipality, so long as that Claim is pending only in that court.

**Definitions**

As used in this Arbitration Provision, the term "Claim" shall mean and include any claim, dispute, or controversy of every kind and nature, whether based in law or equity, between you and us arising from or relating to IvyLine and its subsidiaries, these Terms of Use, our Content, our Materials, our other content and features, the Site, your registration with us, your subscription with us, as well as any related or prior agreement that you may have had with us or the relationships resulting from any of the above agreements ("Agreements"), including the validity, enforceability, or scope of this Arbitration Provision or the Agreements. As used in this Arbitration Provision, "you" and "us" also includes any corporate parent, or wholly or majority-owned subsidiaries, affiliates, any licensees, predecessors, successors, assigns, any purchaser of any accounts, all agents, employees, officers, directors, and representatives of any of the foregoing, and any third-party using or providing any product, service, or benefit in connection with IvyLine, the Site, our Content, our Materials, our other content and features, your registration, and/or subscription with us.

**Initiation of Arbitration Proceeding/Selection of Administrator**

Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed (the "Code"), except to the extent the Code conflicts with this Agreement. Claims shall be the American Arbitration Association ("AAA"). For a copy of the procedures, to file a Claim or for other information about the AAA, contact AAA at 335 Madison Avenue, New York, NY 10017, www.adr.org. In addition to the AAA, Claims may be referred to any other arbitration organization that is mutually agreed upon in writing by you and us, or to an arbitration organization or arbitrator(s) appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. sections 1-16, provided that any such arbitration organization and arbitrator(s) will enforce the terms of this entire Arbitration Provision.

**Class Action Waiver and Other Restrictions**

Arbitration shall proceed solely on an individual basis without the right for any Claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to Claims between you and us alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these Terms of Use (including the "Continuation" provision below), and without waiving either party’s right of appeal, if any portion of this "Class Action Waiver and Other Restrictions" provision is deemed invalid or unenforceable, then the entire Arbitration Provision (other than this sentence) shall not apply.

**Arbitration Procedures**

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended ("FAA"), and the applicable Code. The arbitrator shall apply substantive Pennsylvania law consistent with the FAA and applicable Pennsylvania statutes of limitations and shall honor claims of privilege recognized at law. Federal or state rules of civil procedure or evidence shall not apply. Written requests to expand the scope of discovery rest within the arbitrator’s sole discretion and shall be determined pursuant to the applicable Code. The arbitrator shall take reasonable steps to preserve the privacy of individuals and of business matters. Judgment upon the written arbitral award may be entered in any court having jurisdiction. Subject to the right of appeal under the FAA, the arbitrator’s written decision will be final and binding unless you or we take an appeal from the award by making a dated, written request to the arbitration organization within 30 days from the date of entry of the written arbitral award. A three-arbitrator panel administered by the same arbitration organization shall consider anew any aspect of the award objected to by the appellant, conduct an arbitration pursuant to its Code, and issue its decision within 120 days of the date of the appellant’s written notice. The panel’s majority vote decision shall be final and binding.

**Location of Arbitration/Payment of Fees**

The arbitration shall be held at a location determined by the AAA pursuant to the Code (provided that such location is reasonably convenient for you). Irrespective of who prevails in arbitration, you will only be responsible for paying your share, if any, of the arbitration fees required by the applicable Code, which amount shall not exceed the filing fees you would have incurred if the Claim had been brought in the appropriate state or federal court closest to your residence. We will pay the remainder of any arbitration fees. At your written request, we will consider in good faith making a temporary advance of all or part of your share of the arbitration fees. Waivers also may be available from the AAA. This Arbitration Provision shall survive termination or expiration of these Terms of Use, your registration, your IvyLine membership, or the termination of this Site or our operations, and any bankruptcy by you or us. If any portion of this Arbitration Provision, except the "Class Action Waiver and Other Restrictions" provision above, is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this Arbitration Provision, these Terms of Use, or any predecessor agreement you may have had with us, each of which shall be enforceable regardless of such invalidity. If the Class Action Waiver and Other Restrictions is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor IvyLine shall be entitled to arbitrate their dispute.

This agreement constitutes the entire agreement between us and you with respect to the subject matter contained in this agreement and supersedes all previous and contemporaneous agreements, proposals, and communications, whether written or oral. If any provision of these Terms of Use is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining provisions of these Terms of Use shall remain in full force and effect. These Terms of Use will be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to any principles of conflicts of law. This agreement is personal to you and you may not assign it to any other person. We may assign this agreement to a third-party at any time without notice to you. However, if we assign this agreement, the Terms

 of Use will remain substantially and materially the same unless such Terms of Use are changed in the manner provided in their Terms of Use. Neither our failure to exercise any of our rights under these Terms of Use nor our delay in enforcing or exercising any of our rights shall constitute a waiver of such rights. If we waive any right under these Terms of Use on one occasion, such waiver shall not operate as a waiver as to any other occasion. Except as otherwise set forth in these Terms of Use, these Terms of Use are not intended to benefit any third-party, and do not create any third-party beneficiaries. Accordingly, these Terms of Use may only be invoked or enforced by you or us. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Site, our store, or these Terms of Use must be filed by you within one year after such claim or cause of action arose or be forever barred.

You agree to defend, indemnify, and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, subscribers, partners, employees, shareholders, agents, representatives, and licensors, from and against any and all losses, expenses, damages, and costs, including reasonable attorneys' fees, that arise out of or are related to your use of the Site, your use of the materials or content on the Site in violation of these Terms of Use by you or any other person using your account, or your violation of any rights of any other person. You agree to defend, indemnify, and hold harmless us, our affiliates, and each of our and their respective directors, officers, subscribers, managers, partners, employees, shareholders, agents, representatives, and licensors, from and against any and all losses, expenses, damages, and costs, including reasonable attorneys' fees, that arise out of or are related to your purchase of IvyLine products and/or services. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such an event, you agree to provide us with such cooperation as is reasonably requested by us.