All investments involve a degree of risk, and you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions that may include the risk of complete loss of your principal. You agree and acknowledge that you are solely responsible for conducting legal, accounting, financial, and any other due diligence review on the companies listed on the Website. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, financial, or investment advice.
As part of the registration process as a User, you will create a username and password. You will also give us certain registration information, all of which must be accurate and kept current (“Registration Data”). You shall be responsible for maintaining the confidentiality of your username and password. You shall notify us in a timely manner of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized use or disclosure of your password. You are responsible for all usage or activity on your account, including use of the account by any third party authorized by you to use your username and password. The Network has the right to terminate a User account at any time, or to modify or discontinue the Services in its sole discretion. Users may have opportunities to connect with other participants introduced by other investment networks, so long as they accept the terms and conditions required by such other investment network.
The Platform is composed of the following User types: Investors (“Investors”), Entrepreneur Support Organizations (“Entrepreneur Support Organizations”), Third Parties (“Third Parties”), and Promoters (“Promoters”) (together “Users”). Users must register their information for a User-type specific account. Only Promoters may complete a pre-registration questionnaire available on the website, and be considered for inclusion in the listing of high impact enterprises on what is called the Network Pipeline ("Pipeline"). In order to connect with any other User, both Users must consent to be connected. User Type selection is subject to the approval of the Network. The Network does not have any direct ownership interest, shareholding/stakeholding, or any other monetary, investment or other financial interest to any of the Promoters on the Platform.
Platform User Types are defined as follows:
Investors: Investors are high net worth individuals and organizations that qualify as accredited investors and who have expressed an interest in impact investing opportunities. These organizations may include: private foundations, financial institutions, corporations, social venture capital/private equity funds, donor-advised funds, trusts, estates, etc. Investors may connect with any other User type, however the other User(s) must accept the Investor’s invitation. Some bespoke configurations of the system may allow for other options whereby other Users may not initiate contact with an Investor, or only specific Users may initiate contact with an Investor. The Impact Organizations described in the Pipeline may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933 ("Regulation D").
WE ARE ENTITLED TO RELY UPON YOUR REPRESENTATION. YOU WILL IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION OR IF YOU DO NOT QUALIFY AS AN ACCREDITED INVESTOR FOR ANY REASON.
Promoters: Each representative of a fund or business, whose model meets the criteria listed here (a "Promoter") is responsible for the material such Impact Organization posts on this Website and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Network (including the Investors) are entitled to rely upon any representations made by the Promoter. Each Promoter is responsible for ensuring that its securities offering, including use of the Website, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, degree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or any body duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing ("Applicable Law").
Each Promoter accessing the Website hereby represents and warrants that its use of the Website is, and shall be at all times, in compliance with Applicable Law. Each Promoter hereby agrees, by creating a Promoter account and using the Website, that it shall become a member of the Network’s general community, shall receive communications from the Network and grants to it a perpetual, irrevocable, non-exclusive license to all of the data posted by such Promoter on the Website.
Entrepreneur Support Organizations (“ESOs”): Enterprise Support Organizations represent accelerators, incubators, competitions or network conveners whose primary task is the identification, selection and support of socially motivated entrepreneurs. ESOs have the ability to invite Impact Organizations into the Pipeline (subject to the Network’s approval), and to view all Impact Organizations on the Platform at a top level. They may also see more detailed information about those Impact Organizations that they have invited to the Platform themselves.
Third Parties: Third Parties represent a range of different sized entities whose primary offerings are business services, which may include due diligence, business development, and capacity building in various forms. In general, Third Parties may initiate contact with all other user types. In some bespoke configurations of the system, Investors may connect to Third Parties, but Third Parties may not initiate contact with Investors.
a) All Users of the Website will be expected to conform to a code of conduct guided by the principles of transparency, trust and integrity. Users may not transmit any chain letters or junk email to any other User (Investor, Entrepreneur Support Organization, Third Party, or Promoter) or any other person. Illegal and/or unauthorized uses of the Website, including collecting the name, email address or any other personal or confidential information of any User or any other person by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website, will be investigated and appropriate legal action may be taken, including, without limitation, civil, criminal and injunctive redress.
b) Although the Network assumes no obligation to monitor the conduct of any User on or off the Website, it is a violation of these Terms to use the Website or any information obtained from the Website in order to: (i) harass, abuse, or harm another person (including, but not limited to, using profanity in messages or joining collaborator teams in bad faith), (ii) contact, advertise to, solicit, or sell to any User or other person without their prior explicit consent. In order to protect such persons from such advertising, solicitation or harassment, the Network reserves the right to remove content from the Website that violates acceptable use in the Network’s sole discretion and restrict the number of emails or messages that a User may send to others through the Website in any 24-hour or other period to a number that the Network deems appropriate, in the Network’s sole and absolute discretion.
c) Users shall not use the Platform or its content to upload, post or submit content (including but not limited to, written materials or images) at any time for any purpose that in our opinion is unlawful, prohibited, threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, hateful or offensive on racial, ethnic, sexual or any other grounds, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law, and you shall comply with any applicable local, state, national or international statutes, rules, regulations, ordinances, decrees, laws, codes, orders, regulations or treaties when using the Network.
d) Other than as specifically set forth in these Terms, Users may not reproduce, republish, upload, post, modify, copy, alter, distribute, sell, resell, transmit, transfer, decompile, license, assign, publish or exploit, in any way, any content on the Website. Except as otherwise expressly permitted under these Terms or copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of the Network and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made and no ownership rights shall be transferred.
e) As part of adherence to this above-mentioned Honor Code, users are expected to inform the Network and the Platform of the status of the due diligence process and the completion of a due diligence report.
f) The Website includes features and functionality whereby a User may post and transmit information, images and other materials. All such information, images and materials, whether publicly posted or publicly or privately transmitted, are the sole responsibility of the User who originates such content. The Network assumes no obligation to monitor or control such posted or transmitted content and cannot take responsibility for such content posted or transmitted by a User. However, the Network reserves the right at all times (but will not have an obligation) to remove or refuse to post or distribute any content, and to restrict, suspend or terminate the participation of any User from the Website and from all the Network Services at any time, with or without prior notice.
g) The Network and its affiliates are not placement agents for any securities. Neither the Network, nor its affiliates make any representation or warranty regarding, or shall have any responsibility for the legality of such investment under the securities laws of the United States or any other jurisdiction. All information provided in this website or any other website hyperlinked to this website is strictly for informational purposes only. Nothing contained herein shall constitute an offer to sell to or solicitation of an offer to purchase from any investor in any jurisdiction. Nothing contained herein is intended to aid in or form the sole basis of any investment decision. Each investor is expected to perform his/her own full due diligence and ask questions, receive answers, and obtain additional information and conduct their own due diligence review concerning a particular investment. Any investment undertaken must comply with all legal requirements in each jurisdiction in which it purchases, offers, or sells securities.
The Website may be used only for lawful purposes. The Network specifically prohibits any use of the website for the following purposes, and users of the website agree not to use the site for any of the following purposes:
a) Modify, publish, transmit, distribute, display, perform, participate in the transfer or sale of, create derivative works based on, or in any way exploit, any of the copyrighted material contained on this website, in whole or in part, without our prior written consent (except as expressly provided herein); or
b) Sublease, lease, sell, assign, transfer, distribute, rent, permit concurrent use of, or grant other rights in the Service and any material and documentation provided on the website to any third party; or
c) Provide use of the Service in a computer service business, network, time sharing, interactive cable television, multiple CPU or multiple or concurrent user arrangement to users who are not individually licensed by the Network or otherwise exploit for any commercial purposes any portion of, the use of or access to the Service or the materials or documentation provided on the website.
d) Using any information obtained from the site, including investor contact information, for any reasons other than those defined in the Intended Use section of this Terms of Service.
e) Contacting investors for any reason, or storing, selling, attempting to sell, or organizing marketing endeavors toward investors other than communicating about the business model and investment in the company originally contemplated by the investor.
f) Contacting investors, businesses, or business supporters for the purpose of marketing off-site account generation for any similar or competing service.
The Network makes no representation as to the completeness or accuracy of the information provided on the Website. The Network is a knowledge sharing community and does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Website. The Network shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. The Network is entitled to rely upon the information provided by its users. The Network cannot guarantee that Promoters will use the proceeds of their investment in accordance with the stated purpose. To the extent provided by law, the Network assumes no liability or responsibility for any errors or omissions in the content of the Website. The Network has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Website pages. Clicking on hyperlinks and visiting any off-Website pages is done at your own risk.
All Investors engaged in the community on the Website agree that any contracts relating to due diligence and arising as a result of connections formed on the Website may not be invoiced or paid through the Platform. No fees are generated through usage of the Platform by any User.
No payments for due diligence contracts are at present executed through the Website; all payments between parties for due diligence contracts must be handled offline, and should be made transparently so as to benefit all parties involved fairly in a given due diligence process.
The Website presents a collaborative online environment whereby registered Users may work together in concert to complete a due diligence report on any given Impact Organization listed in the Pipeline. There are approximately a dozen standardized Due Diligence “modules” at the disposal of Users of the Platform, all of which are optional and customizable and that reflect the aggregation of the due diligence methodologies of several practitioners in the sector. These may increase or decrease in number over time, and some may be better suited for funds. [These modules are inclusive of a series of guidance questions that fulfil each of the areas of due diligence typically including, but not limited to: the business opportunity, company analysis, governance and management, customer base, financial analysis, financial management, funding strategy, industry/market analysis, investment proposition, legal, risk assessment, social impact, technology, target population, and documentation requests. Each one of these modules reflects a series of standard queries and ‘information capture’ fields under each of the topic headings.]
[The first Investor to “signal interest” in any opportunity will be considered an ‘Interested Investor’, and will thereon determine (for a defined period of 30 days) which other Investors in the community may (or may not) join in to share in the process of Due Diligence. The Due Diligence process is split into a series of stages, where upon an Investor signals interest, initiates Due Diligence, signals that Due Diligence is underway, and signals that Due Diligence has been completed. The ‘interested investor’ and any other engaged investor may at any time signal that an investment commitment has been made to an enterprise. The final stage of confirmation is comprised of signaling only, and it is important to note that funds are not uploaded, transferred or transacted in any way through the Website at anytime. Furthermore, structuring any transaction must happen offline and outside the parameters of the Website.]
A number of options are presented to a given Investor once initial interest is signaled in an opportunity: 1) Due Diligence may be conducted by themselves, together with the help and input of the Promoter of the Impact Organization, 2) Due Diligence may be opened to a bidding/tender process involving a selected network of 3rd Parties who are Users of the Website, or 3) Due Diligence may be conducted together with which 3rd Party or ESO or peer Investor user the lead Investor may choose. The process thereon is self-explanatory, and the system is designed to maximize communication and encourage information sharing as it pertains to management of the transaction costs of seeing investors achieve comfort with the Impact Organization the Network aims to support.
In the event that a User selects the option to either invite 3rd Parties to bid or appoint a 3rd Party entity capable of supporting the exercise of Due Diligence on a particular Impact Organization, the bid process and the entities party to it function independently of the Network and the Network does not take responsibility in any form for the outcome of such activities.
3rd Parties receiving information about an opportunity to conduct Due Diligence on behalf of an Investor on an Impact Organization are responsible for their own bid in terms of content, pricing and structure. They may or may not receive acknowledgement or a response from Investors in this process. It is the responsibility of 3rd Parties to negotiate their own agreements for service rendered to the Investors and to close their own contracts (including effectuation of invoicing and payment) as they see fit. The Network does not have any role, direct or indirect, in influencing or setting the pricing or terms for such work.
The Network incurs financial, administrative and other expenses associated with the operation of the Website and provision of Services. Invited Users of the system do not however have to pay any fees at the current time. We simply ask you to inform the Network community whether you plan to make an investment based on the due diligence sourced through the Platform and to indicate the amount of such planned investment. The purpose of the Network continues to be knowledge-sharing and community building for the purpose of supporting greater collaboration in impact investment.
With the purpose of fostering cooperation in investments by each other in Impact Organizations, and considering the sharing of research and due diligence documents which report upon Users’ investigations of Impact Organizations ("Materials") to be necessary to enable the co-investment by two or more Investors in Impact Organizations (a "Syndication"), the Users agree to abide by the following terms with respect to sharing of due diligence:
Unless otherwise represented in writing by a User providing a particular set of Materials, it shall be understood by any User receiving Materials from another for the purposes of a Syndication that such Materials are provided "as is," without warranty, implied or otherwise, of accuracy, consistency or thoroughness about a given Impact Organization or its investment prospects. It shall be further understood that each Investor shall be responsible to conduct its own due diligence independently, and that any reliance by one Investor upon the Materials of another shall be at such Investor’s own risk. No Investor is acting as agent or broker for the Impact Organization or for each other and the sharing of information is not intended as and shall not be deemed an offer to sell or a solicitation of an offer to buy any security. Users agree that the information being shared is highly confidential and is being made available solely for review in connection with each Investor’s evaluation of the Impact Organization. The information shall not be disclosed to any third party not affiliated with the User and may not be used or reproduced for any other purpose without the prior written consent of both the disclosing party and the Impact Organization.
All Investors acknowledge that the information, analysis, and conclusions contained in any diligence reports (regardless of the format of the submission, including Word documents, .pdfs, Powerpoints, Excel documents, or media of any kind) developed and/or posted by Users do not reflect recommendations of the Network or ANI. Neither the Network nor ANI shall, under any circumstances, be liable to any User for any loss or harm incurred as a result of reliance on such material. Neither ANI nor the Network is responsible for, nor can be held liable for, any misuse of any confidential material provided by the Promoters or any other person to the Investor in a due diligence process or posted by any User on the Website.
You agree, in your individual capacity and on behalf of any Promoter for which you are an authorized representative, that the Network may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Account. You agree to notify us of any changes in your address or contact details. The Network may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Website periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Website's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. The Network shall have a reasonable period to effect such a change and the Network may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access. You agree that any information that you transmit to the Website or to the Network in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by the Network or its affiliates for any purpose. The Network is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Website of the the Network for any purpose.
Expiry of Enterprises on the Platform In the event that an Impact Organization is listed in the Pipeline for longer than twelve months without receiving any signal of interest in conducting due diligence, the Network reserves the right to remove the Impact Organization from the Pipeline, in which case the Promoter(s) responsible for originally posting the opportunity will be notified.
Your use of the Website is at your own risk. You acknowledge that the Network has no control over what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release the Network from all liability for you having acquired or not acquired content through the Website. The Network makes no representations concerning any content contained in or accessed through the Website, and the Network will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website or the Service. The Network neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Website.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES. NEITHER ARTHA NETWORKS INC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.
The Network makes no representation or warranty, express or implied, with respect to any third party data provided to the Network or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. The Network will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by the Network or "force majeure" or any other cause beyond the control of the Network.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Website believes its copyright rights have been infringed on our Website, the copyright(s) owner ("Complaining Party") should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"), The Network's Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.
E-mail address: Dermot@optImpact.org
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Website without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying the Network and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. The Network may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.
Neither the Network nor ANI make any guarantee of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. Neither the Network nor ANI will be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Network's or ANI’s equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Service.
Neither the Network nor ANI assume any responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Website or your downloading of any materials, data, text, images, video, or audio from the Website. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor, or that any content or information provided on this Website is true, correct, complete or viable.
Neither the Network nor ANI assumes any responsibility or liability arising from content that contains any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy within any locations on the Website. The Network reserves the right to remove any content from the Website or to restrict access to the Website for any reason without notice.
We make no representation that this Website is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Website at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.
The content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Website does not constitute an offer or solicitation to sell securities referred to on this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment.
This site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Website that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. The securities described on this site are not registered under the Securities Act of 1933.
In the event of any claim, controversy or alleged dispute between you and the Network, its members or affiliates ("Dispute"), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association ("AAA") to be held in Philadelphia, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and the Network. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of the Network, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning the Network's intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Philadelphia, United States. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Philadelphia, United States. Each party hereby waives any claim that such venue is improper or inconvenient.
The Network reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with the Network in the defense of any such claim, action, settlement or compromise negotiations, as requested by the Network.