Manny Khoshbin Membership Agreement

THIS MEMBERSHIP AGREEMENT AND LIMITED LICENSE IS MADE BETWEEN THE SIGNATORY AND MANNY KHOSHBIN, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS AND CONDITIONS (THE “TERMS”) OF THIS AGREEMENT AND ACKNOWLEDGE YOU HAVE HAD AN OPPORTUNITY TO REVIEW THE TERMS WITH LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT.

The terms of this Agreement, Terms of Use, Privacy Policy and Earnings Income Disclaimer constitute the entire agreement (collectively the “Agreement”) between Manny Khoshbin, LLC (“Manny Khoshbin”; “Company”; “us”; “we”; or “our”) and you (“member”; “you”; or “your”) with respect to the Contrarian Academy membership program (the “Program”) which includes a 6-month membership to the following:

⦁ Members-only Facebook group access
⦁ Weekly live coaching calls
⦁ Live call replays
⦁ Answering of individual questions
⦁ 10 property evaluations
⦁ 1 in-person event
⦁ Training videos located within the membership area of the Site

Manny Khoshbin may change the terms of this Agreement including, without limitation, the fees for the Program or any information about the Program at any time upon published notice on either the Manny Khoshbin website, mannykhoshbin.com, or the Contrarian Academy website, contrarianacademy.com, (collectively, the “Site”). You may review the Agreement applicable to your membership by clicking the “Membership Agreement” button on the homepage of the Site. By accessing the Program after any change to the Agreement is posted you will be deemed to be bound by the changes. Manny Khoshbin may discontinue or revise any and all aspects of the Program or any of the information about the Program at its sole discretion and without prior notice. In no event will Manny Khoshbin be responsible for refunding any prepaid fees. In no event shall Manny Khoshbin be liable for any damages caused by the inability of the member to access the Program as a result of network or server downtime, transmission problems or otherwise. Manny Khoshbin does not guarantee the uptime of the Program.

⦁ MANNY KHOSHBIN MEMBERSHIP RENEWAL & CANCELLATION POLICY.

Renewal Not Automatic. Membership will not auto-renew after the initial 6-month period. During the final month of the initial membership period, you will have the opportunity to speak with a Contrarian Academy team member to gauge your progress and provide feedback on the Program. If you are considered to be a good fit to continue with the Program, you will have the opportunity to renew your membership for an additional 6-month period at the price set at that time.

No Cancellation. Since Membership is based on 6-month periods, no cancellation is allowed.

COPYRIGHT. 

All information available through the Program is protected by copyright or other intellectual property laws. You may display and print information obtained through the Program solely for your own personal, non-commercial use. You may not reproduce, retransmit, distribute, store in a retrieval device, disseminate, sell, publish, broadcast or circulate the information obtained through the Program to anyone, without the express written consent of Manny Khoshbin. You agree not to use any information obtained through the Program for any unlawful or unauthorized purpose.

⦁ INTELLECTUAL PROPERTY. 

You agree that the Program and the Manny Khoshbin content are and will remain the property of Manny Khoshbin, and that the member does not have any license or right to use any trademark or service mark displayed in the Manny Khoshbin content without the express written permission of Manny Khoshbin. Manny Khoshbin’s intellectual property rights in and to the Manny Khoshbin content are protected by copyright and trademark laws, and you agree that you are not authorized to reproduce, copy, republish, upload to a third party or distribute the Manny Khoshbin content, except in accordance with this Agreement.

⦁ THIRD PARTY PROVIDERS. 

All third party information available through the Program is protected by copyright or other intellectual property laws of the third party.

⦁ NETWORK SECURITY. 

Violations of this Agreement include, but are not limited to, any attempt to avoid user authentication or security of any host, network or account. This includes accessing content that is not intended for visitors and logging into an account you are not expressly permitted to access. Attempting to force a denial of service by email bombing, packet spoofing or ping flooding, among other measures, is strictly prohibited. You are forbidden to perform any kind of network monitoring, including probing the security of networks or attempting to intercept data not intended for you.

⦁ RESTRICTIONS. 

You must ensure that only authorized users access and use the Program in accordance with this Agreement, and that such access and use is only for the purpose of enabling you to carry out your membership in the normal course. The Manny Khoshbin content may not be reproduced, copied or resold in any format. You agree to take all necessary precautions to assure that no unauthorized persons have access to the Program and that all authorized persons having access refrain from unauthorized disclosure, duplication or reproduction.

⦁ WARRANTY. 

Because of the possibility of human or mechanical error by Manny Khoshbin or its vendors, neither Manny Khoshbin nor any of its vendors guarantee the accuracy, adequacy, completeness, currentness or noninfringement of the Program or any information on the Program and are not responsible for any errors or omissions, for the results obtained from the use of the Program or such information, or for delays or interruptions in the service. There are no express or implied warranties including, without limitation, warranties of merchantability or fitness for a particular purpose or use with respect to the service or any information available through the Program. In no event will Manny Khoshbin or any of its vendors be liable for damages, direct, indirect, special or consequential (including lost profits) in connection with the use of the Program, even if notified of the possibility of such damages. The sole remedy for members of the Program in the event of a breach of this Agreement by Manny Khoshbin shall be to terminate this Agreement and obtain a refund of a pro-rata portion of any prepaid membership fees based on the date of termination. The provisions of this section will survive any termination of this Agreement.

8. FEES AND PAYMENT FOR PURCHASED PROGRAM.

You shall pay all fees for the Program as specified in Schedule A hereto and the billing section of the Site. Except as otherwise provided herein payment obligations are non-cancelable and fees paid are non-refundable. Membership cannot be decreased during the relevant member term. You will provide us with valid and updated credit card information. If you provide credit card information to us, you authorize us to charge such credit card for the purchased membership. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. If any charges are not received from you by the due date, then at our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

If any amount owing by you under this or any other agreement for our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized us to charge to your credit card), We may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. We will give you at least 7 days’ prior notice that your account is overdue before suspending services to you.

9. TAXES.

Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

10. REFERRAL PROGRAM.

⦁ Members of the Contrarian Academy may be eligible for receiving $1,000 per referral.
⦁ For the referral of 3 new customers, you will receive $4,000 for the third referral.
⦁ You must send referrals via messenger or email to a representative of Manny Khoshbin and the referral must not have previously contacted Manny Khoshbin through paid ads or through an organic conversation.
⦁ If you are on a payment plan, payment for the referral occurs when the membership is paid in full. Referrals are paid on the 20th of every month.

11. PROPRIETARY RIGHTS.

Subject to the limited rights expressly granted hereunder, Manny Khoshbin reserves all rights, title and interest in and to the Program, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You shall not (i) permit any third party to access the Program except as permitted herein, (ii) create derivative works based on the Program except as authorized herein, (iii) copy, frame or mirror any part or content of the Program, other than copying or framing on your own intranets or otherwise for your own internal noncommercial purposes, (iv) reverse engineer the Program, (v) remove any proprietary notices within the Program; or (vi) access the Program in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Program.

Subject to the limited rights granted by you hereunder, we acquire no right, title or interest from you or your licensors under this Agreement in or to your data, including any intellectual property rights therein.

We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Program any suggestions, enhancement requests, recommendations or other feedback provided by you, including users, relating to the operation of the Program.

12. CONFIDENTIALITY.

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include your data; our Confidential Information shall include the Program; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

13. WARRANTIES AND DISCLAIMERS.

Manny Khoshbin warrants that it has validly entered into this Agreement and has the legal power to do so. Likewise, you warrant that you have validly entered into this Agreement and have the legal power to do so.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

14. EARNINGS INCOME DISCLAIMER

No Earnings Projections, Promises or Representations. Manny Khoshbin, LLC (has made every effort to accurately present its products and services through the website mannykhoshbin.com (the “Site”), but the potential value is subject to interpretation. You acknowledge that there are many factors and variables that go into business and real estate such as background, work ethic, the real estate deal and the economy. There is risk involved with any investment. RESULTS WILL VARY.

While the earnings potential for those people that use the Manny Khoshbin products and services is usually very encouraging, any income, earnings statements, or shared results are estimates of potential income only. You acknowledge that your earning potential is subject to many independent factors, all of which vary from individual to individual and are often out of any individual’s control. Manny Khoshbin does not guarantee results.

For Educational Purposes Only. During training Manny Khoshbin may share case studies and/or testimonials. Numbers, figures, case studies, and examples are for educational purposes only. You agree that Manny Khoshbin shall not be liable for your results in relation to information that was presented to you. It is important to understand that just because Manny Khoshbin, associates, or students share their experiences, a person cannot expect the same or similar results.

No Financial Advice. Manny Khoshbin cannot and does not offer you any direct financial advice, nor is Manny Khoshbin responsible for any financial decision you make. As always, it is your sole responsibility to discuss the legality or financial soundness of any decision you make with a qualified professional before making such a decision.

The Economy. Where you do business, on a national or even worldwide scale, can create additional uncertainty and economic risk. An economic recession or depression might negatively affect the results produced by the Manny Khoshbin products and services.
Internet Businesses. Business and earnings derived therefrom involve unknown risks and are not suitable for everyone. Making decisions based on any information presented in the Manny Khoshbin products and services or the Site should be done only with the knowledge that you could experience significant losses, or make no money at all.

Due Diligence. Users of the Manny Khoshbin Site, courses, and services are advised to do their own due diligence when it comes to making business and real estate decisions. Nothing contained on the website or in materials available for sale or download on the Site provides professional advice in any way. You should consult with your accountant, lawyer or professional advisor before acting on any information provided.


FORWARD-LOOKING STATEMENTS. INFORMATION FOUND IN THE MANNY KHOSHBIN PRODUCTS AND SERVICES MAY CONTAIN INFORMATION THAT INCLUDES FORWARD-LOOKING STATEMENTS AS DEFINED BY THE “PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.” MANNY KHOSHBIN BASES ANY FORWARD-LOOKING STATEMENTS SOLELY UPON ITS EXPECTATIONS ON EVENTS THAT HAVE NOT YET OCCURRED.


YOU CAN EASILY IDENTIFY SUCH STATEMENTS, AS THEY DO NOT RELATE SPECIFICALLY TO ANY FACTS, WHETHER HISTORICAL OR IN CURRENT DAY. THESE STATEMENTS USE WORDS SUCH AS “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “EXPECT,” “INTEND,” “PLAN,” “PROJECT,” AND OTHER SUCH WORDS THAT IMPLY SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS AND FINANCIAL PERFORMANCE.


ANY AND ALL FORWARD LOOKING STATEMENTS USED WITH THE MANNY KHOSHBIN PRODUCTS AND SERVICES ARE SOLELY BASED UPON ITS OPINION OF EARNINGS POTENTIAL. AS THERE ARE MANY FACTORS THAT WILL DETERMINE YOUR ACTUAL RESULTS, MANNY KHOSHBIN MAKES NO GUARANTEES THAT YOU WILL ACHIEVE SIMILAR OR ANY RESULTS FROM YOUR USE OF OUR PRODUCTS AND SERVICES.


No Warranty. MANNY KHOSHBIN MAKES NO WARRANTY OR GUARANTEE OF ANY KIND THAT YOU WILL EXPERIENCE ANY SPECIFIC LEVEL OF EARNINGS BY USING ITS PRODUCTS AND SERVICES.


Purchase Price. Although Manny Khoshbin believes its prices are fair for the value received, you understand and agree that the purchase prices are internally set by Manny Khoshbin. Prices bear no relationship to objective standards.

15. INDEMNIFICATION.

You shall defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your data, or your use of the Program in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and shall indemnify us for any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of, a Claim Against Us; provided that we (a) promptly give you written notice of the Claim Against Us; (b) give you sole control of the defense and settlement of the Claim Against Us (provided that you may not settle any Claim Against Us unless the settlement unconditionally releases us of all liability); and (c) provide to you all reasonable assistance, at your expense.

16. LIMITATION OF LIABILITY.

NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8 (FEES AND PAYMENT FOR PURCHASED SERVICES).

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

17. TERM AND TERMINATION.

This Agreement commences on the date you accept it and continues until the membership granted in accordance with this Agreement has expired (see Section 1, above) or been terminated. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, if we suspect you may be using the Program in a manner that we determine, in our discretion, to be excessive or otherwise abusive, we may, upon prior written notice to you, suspend or terminate your use of the Program.  

Refund or Payment upon Termination. Upon any termination for cause by you, we shall refund you any prepaid fees covering the remainder of the term of the Program after the effective date of termination. Upon any termination for cause by us, you shall pay any unpaid fees covering the remainder of your membership term after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Return of Your Data. For 30 days after the effective date of termination of a purchased membership, and upon your request, we will make available to you for download your data along with attachments in their native format. After such 30-day period, we shall have no obligation to maintain or provide any of your data.

18. GENERAL.

Assignment. This Agreement is personal to you and you may not assign any of your rights or obligations under this Agreement to anyone.

Partial Invalidity. If any provision of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of this Agreement.

Waiver. The waiver by any party of any breach of any provision of the Agreement by any other party will not be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision or a waiver of the provision itself.

Entire Agreement. The Agreement constitutes the entire Agreement between you and Manny Khoshbin with respect to the membership and may be amended through notice by Manny Khoshbin on the Program as herein provided.

Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between you and Manny Khoshbin. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party will have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of California, without regard to any applicable conflicts of laws principles, and any action arising under this Agreement shall be brought exclusively in the state or federal courts sitting in Orange County, California.

Notice. Notice may be given by Manny Khoshbin through the membership including, without limitation, via e-mail or posting for access under “Membership Agreement” on the home page or by mail to the last address given by the member to Manny Khoshbin. Notice by a member shall be given to Manny Khoshbin by e-mail to [email protected] or by mail to Manny Khoshbin at 18071 Fitch, Suite 100, Irvine, CA 92614. Notices shall be deemed given when posted on the Site or on the recipient’s e-mail or when received if sent by mail.

19. DISPUTE RESOLUTION.

Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer service at [email protected] If, however, there is an issue that needs to be resolved, you agree that the following provisions will apply:

Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Manny Khoshbin or its successors or assigns shall exclusively be settled through binding and confidential arbitration.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and Manny Khoshbin must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR MANNY KHOSHBIN MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Manny Khoshbin will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) Manny Khoshbin also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

Notwithstanding the foregoing, either you or Manny Khoshbin may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Orange County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Orange County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Orange County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

With the exception of subparts (1) and (2) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (1) or (2) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Manny Khoshbin shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in Orange County, California. For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date.

Schedule A

Program Fees