PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES OR PRODUCTS OF JOSH MARTINEZ, LLC!  THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, INCLUDING RESOLUTION OF FUTURE DISPUTES THROUGH ARBITRATION.

These Terms & Conditions (“Terms” or “Agreement”) apply when you (the “User”) access, use, or visit JoshMartinez.com or any newsletters, publications, live sessions, webinars, chatrooms, social media postings, email communications, reports, or any other educational and informative products, content, features, or subscriptions (the “Services”) of Josh Martinez, LLC (“JM” or “Company”) and/or its affiliates that link to these Terms.  The Services are provided to you by Josh Martinez, LLC and/or its affiliates (“JM,” “Company,” “we,” “us,” and “our”), and these Terms constitute a legally binding contract between you and the Company regarding your use of the Services.  BY USING THE SERVICES, YOU EXPRESSLY AGREE, ACKNOWLEDGE, AND UNDERSTAND THAT YOU WILL COMPLY WITH THESE TERMS, and if at any point you do not accept the Terms & Conditions set forth herein, you will immediately stop using the Services.  JM and User may collectively be referred to in this Agreement as the “Parties” or individually as a “Party.”

USE OF SERVICES AND PRODUCTS

JM, at its discretion, may provide User with educational services and/or products for securities trading and investing in capital markets including, but not limited to, commodity futures, which services and products are distributed electronically including through JM’s website, JoshMartinez.com, which may include mobile and tablet devices and applications (collectively “Products” or ”Services”).  When you use the Products or Services, you represent that: a) your use of the Products and Services does not violate any applicable laws or regulations; b) you are of sufficient legal age or otherwise have legal capacity to legally enter into these Terms and use the Products and Services; and c) information you submit to the Products and Services is truthful and accurate.  You must be 18 or older to use any part of the Products or Services.

If you purchase a license to any computer program marketed and sold by JM (“Software”) or purchase access to any Services or Products, JM grants you a single, limited, non-transferable, non-exclusive, non-sublicensable, revocable license to use the Software, Services, or Products and related documentation (the “Documentation”) solely for personal, non-commercial use and only in object-code form (the “Software License”). “Software” includes JM-provided updates, fixes, and enhancements, but excludes any separately marketed version with materially different functions or features. “Documentation” means JM’s user manuals and other written materials describing or supporting use of the Software.

You may use the Software on one computer and may request additional licenses from JM. The Software License is a license only and does not constitute a sale or transfer of the Software. The Software contains proprietary intellectual property owned exclusively by JM. You may not permit concurrent use without separate licenses for each user, allow others to use the Software, or decompile, disassemble, reverse-engineer, modify, translate, rent, lease, distribute, lend, sublicense, assign, copy, transmit, or remove proprietary notices.  Access credentials issued to you are unique and non-transferable and may not be shared. 

You agree to pay JM’s stated license fees. The User shall timely satisfy all financial obligations owed to JM pursuant to this Agreement or otherwise, including, without limitation, all fees and charges for Products, Services, and Software, immediately upon becoming due. The User agrees to remit payment to JM promptly upon demand for: a) all charges relating to Products, Services, and/or Software; b) all delivery-related costs and charges, including insurance, shipping, handling, and storage; c) all taxes, duties, assessments, or similar governmental charges imposed by any competent taxing authority; and d) any and all other sums owed by the User to JM in connection with the account, any transaction, or the Products, Services, or Software.  All payments shall be made in United States dollars (USD), free and clear of any deduction, setoff, counterclaim, withholding, or similar reduction.

Either party may terminate the Software License at any time, and it will terminate immediately if amounts owed are not paid. Upon termination, no refunds are due unless required by law. The Software is “commercial” or “restricted” computer software under applicable U.S. government procurement regulations, and no government rights are granted beyond those mandated by law.  

The User is solely responsible for procuring, maintaining, and keeping compatible all devices, equipment, third-party software, internet access, mobile or wireless services, and any other services necessary to access and use the Products, Services, and Software, and for all costs, fees, and charges associated therewith. JM assumes no responsibility for device performance or continued compatibility. By using the Products, Services, or Software, the User agrees to look exclusively to the applicable device manufacturer, seller, or lessor for any device-related claims or issues. The User is likewise responsible for all charges incurred in obtaining internet or mobile access and should consult the relevant service provider regarding any data-usage or access fees.

JM may provide Products or Services through third parties, including affiliates, using due care in selection but without responsibility for their acts or omissions. All JM Products, Services, Software, and related intellectual property (including logos, graphics, images, sounds, and trademarks) may not be copied, reproduced, published, modified, imitated, used to create derivative works, distributed, posted online, exploited, or accessed via automated tools; nor may any proprietary notices be removed or altered.

JM is a U.S. company and all payments are in USD; foreign customers may incur additional card processing fees.

Purchases at $5, $99, $199, $297, $1,995, $1,997, and $4,995 (USD) include one year of access from purchase, after which access expires unless renewed. Refund requests for JM products are generally processed within 7–10 business days, unless stated otherwise. Software sales are final with no returns or refunds unless required by law or separately agreed. Delivery is deemed complete once you access the Products, Services, or Software via email download or JM’s website.

STRATEGIES, INFORMATION, AND FINANCIAL ADVICE

The User acknowledges, understands, and agrees that: a) JM does not provide advice concerning the merits, suitability, or advisability of any transaction and makes no representation, warranty, covenant, or guarantee regarding the accuracy, completeness, timeliness, or reliability of any market data, educational material, or trading strategy furnished to the User, and JM shall have no duty to provide updates or continuing information; b) any market information or strategies provided are ancillary to JM’s educational business and are made available solely for educational and informational purposes; c) such information and strategies may be erroneous, incomplete, unverified, modified without notice, and/or inconsistent with JM’s, its affiliates’, or their agents’ proprietary positions or strategies; d) the User has not relied, and shall not rely, upon any such information or strategies as the basis for any decision; e) JM is not acting as the User’s fiduciary, investment adviser, financial adviser, commodity trading adviser, or in any similar capacity, and has not provided any assurance, guaranty, or representation of any kind as to the legal, regulatory, tax, business, investment, financial, accounting, or other consequences or merits of this Agreement or any transaction; and f) JM disclaims all warranties of any nature whatsoever, whether express, implied, or statutory, including, without limitation, warranties of non-infringement, title, merchantability, fitness for a particular purpose, and freedom from computer viruses or other harmful code.

The User further acknowledges that JM and its officers, directors, members, employees, agents, representatives, and affiliates may hold positions in, and may from time to time purchase or sell, transactions referenced or furnished to the User, and that such positions may or may not align with the transactions furnished to the User.

JM IS NOT A FINANCIAL ADVISOR, DOES NOT PROVIDE FINANCIAL, INVESTMENT, OR TRADING ADVICE, AND ALL CONTENT IS PROVIDED SOLELY FOR EDUCATIONAL PURPOSES. ANY TRADING RESULTS DISCLOSED IN THE DOCUMENTATION ARE HYPOTHETICAL OR ILLUSTRATIVE AND DO NOT REFLECT ACTUAL TRADING BY JM. JM’S METHODS, MATERIALS, AND OPINIONS ARE PRESENTED ONLY TO TEACH CERTAIN STRATEGIES AND STYLES OF TRADING. JM ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY PROFITS OR LOSSES INCURRED BY THE USER, EVEN IF THE USER ELECTS TO DUPLICATE OR IMPLEMENT ANY STRATEGY DISCUSSED OR DISPLAYED. ANY STATEMENTS REGARDING POTENTIAL RESULTS OR EARNINGS ARE SUBJECT TO JOSH MARTINEZ, LLC INTERPRETATION, ARE NOT GUARANTEES OF SUCCESS, AND ARE DEPENDENT UPON NUMEROUS INDEPENDENT FACTORS ENTIRELY OUTSIDE JM’S CONTROL. THE USER ACKNOWLEDGES THAT NO REPRESENTATION IS MADE THAT ANY PARTICULAR RESULT WILL BE ACHIEVED. UPON REQUEST, JM MAY, BUT IS NOT OBLIGATED TO, ASSIST IN VERIFYING CLAIMS OF ACTUAL RESULTS; PROVIDED THAT NEITHER JM NOR ITS AGENTS MAY PROVIDE DIRECT FINANCIAL ADVICE. THE USER ACCEPTS SOLE RESPONSIBILITY FOR ALL FINANCIAL DECISIONS AND AGREES TO CONSULT QUALIFIED PROFESSIONAL ADVISERS PRIOR TO ACTING.

Hypothetical or simulated performance results are inherently subject to limitations. Unlike an actual performance record, simulated results do not represent actual trading and may be materially impacted by factors such as market liquidity. Simulations are prepared with the benefit of hindsight, and no representation is made that any account will achieve results comparable to those shown. Past performance is not indicative of future results. Trading in futures, stocks, options, or foreign exchange involves substantial risk, and losses may equal or exceed the initial investment. Such activity is speculative and appropriate only for persons with adequate risk capital. JM does not offer recommendations to trade and presents all information solely for educational purposes.

Testimonials displayed on joshmartinez.com or any related property may not be representative of other users’ experiences and do not constitute guarantees of future performance or success.

INDEMNIFICATION

The User shall defend, indemnify, and hold harmless JM and its affiliates, and each of their respective officers, directors, members, employees, agents, representatives, successors, and assigns (collectively, the “JM Parties”), from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to: (i) any breach by the User of this Agreement; (ii) any User Content or other content uploaded, submitted, or transmitted through the User’s account that infringes any intellectual property right, defames any person, or violates rights of publicity or privacy; and/or (iii) any misrepresentation by the User in connection with use of the Products, Services, or Software.

DEFAULT

1. Events Constituting Default.  Each of the following shall constitute an “Event of Default”:

1. the User fails to satisfy any payment obligation when due, and such failure remains uncured for one (1) business day following the User’s receipt of written notice thereof; or

1. the User breaches, violates, or fails timely to perform any other term, covenant, or condition of this Agreement or any other agreement with JM or its affiliates (other than payment obligations described in subsection (a)), and such breach remains uncured for two (2) business days following written notice to the User.

1. Remedies.  Upon the occurrence and continuance of an Event of Default, JM may, upon notice (or without notice where permitted) and acting in a commercially reasonable manner, exercise any one or more of the following remedies:

1. declare all obligations of the User under or relating to this Agreement immediately due and payable;

1. cancel, unwind, or otherwise terminate any outstanding transactions or activities and close the User’s account; and/or

1. take such other actions as JM deems necessary or advisable.

JM may exercise any or all such remedies without further notice of default to the User where legally permissible. Following an event of default, JM may calculate the aggregate amounts owed by the User in respect of all transactions or activities, and the User shall promptly remit all such sums to JM. All rights and remedies provided herein are cumulative and non-exclusive and are in addition to any rights or remedies available under law, equity, or other agreements. JM shall not be obligated to exercise any remedy, and any failure or delay in doing so shall not constitute a waiver. No partial exercise of any right or remedy shall preclude further exercise thereof or the exercise of any other right or remedy.

USER REPRESENTATIONS AND WARRANTIES

User hereby represents, warrants, covenants, and agrees, as of the Effective Date of this Agreement, continuously throughout the term hereof, and as of the date of each transaction entered into pursuant to or in connection with this Agreement, that:

1. Authority and Capacity. User possesses, and shall maintain, full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement, to enter into each transaction contemplated hereby, and to discharge all obligations imposed upon User hereunder;

1. Binding Obligation. This Agreement has been duly authorized, executed, and delivered by User and constitutes, and each transaction shall constitute, the legal, valid, and binding obligation of User, enforceable against User in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity;

1. Lawful Establishment; Compliance. User may lawfully establish and maintain each account and enter into and perform each transaction, and neither the establishment of any account nor the consummation or performance of any transaction shall violate any applicable terms or applicable law;

1. No Conflict. The execution, delivery, and performance of this Agreement and the entry into, consummation, and performance of each transaction do not and shall not (i) violate or conflict with User’s organizational documents (including any charter, certificate of formation, bylaws, partnership agreement, operating agreement, trust instrument, or comparable governing documents), or (ii) violate, conflict with, or result in a breach or default under any statute, ordinance, rule, regulation, judgment, decree, order, injunction, license, permit, or agreement to which User is subject or by which User or its assets are bound;

1. Accuracy of Information. All information furnished by User to JM, whether prior to or contemporaneously with this Agreement or any transaction, including financial and other due-diligence materials, is and shall be true, accurate, complete, and correct in all material respects, and User shall promptly provide written notice to JM of any material change thereto;

1. No Default. No event of default has occurred and is continuing with respect to User, and no event of default shall result from User’s execution, delivery, or performance of this Agreement or from the entry into or performance of any transaction;

1. Security of Credentials. User shall maintain the confidentiality and security of all passwords, identification numbers, account numbers, and other access credentials associated with any electronic system, platform, or service provided by JM, and shall promptly notify JM in writing upon becoming aware of any unauthorized use or disclosure thereof;

1. Sophistication; Risk Assumption. User is a sophisticated and informed investor and, either independently or with the assistance of professional advisers of its choosing, has fully evaluated, understands, and accepts all terms, conditions, potential economic and non-economic risks, and possible losses attendant to investments and trading decisions, and is financially and otherwise capable of bearing and willing to bear such risks and losses;

1. Independent Advice and Decision-Making. User has consulted, or has had the opportunity to consult, with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to such extent as User deems necessary or appropriate, has made and shall make its own independent investment and trading decisions (including decisions as to suitability) based solely on its own judgment and/or such advisers, and not in reliance upon any statement, opinion, recommendation, or advice of JM;

1. Understanding of Investment Venues and Instruments. User possesses and shall maintain a full understanding of the benefits and risks associated with each investment instrument, exchange, market, execution facility, and clearing organization in which User may invest or trade, including, without limitation, the specific risks inherent in commodity futures and other speculative instruments;

1. Sole Responsibility for Trading Decisions. User (and, where applicable, its agents) is and shall remain solely responsible for determining whether to enter into, maintain, modify, or terminate any investment or transaction, including determinations regarding market selection, timing, quantity, and price, and User represents that each such determination is prudent and suitable for User in all respects;

1. User Content; License Grant; Personal Elements. To the extent JM provides forums, interactive features, or other means permitting User and other users to upload, submit, post, transmit, or otherwise provide content or materials, any such content or materials provided by User (the “User Content”) shall be subject to the following: upon upload, User hereby grants to JM and its designees, successors, assigns, affiliates, and licensees a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, non-exclusive, and sublicensable (through multiple tiers) license to use, reproduce, copy, store, host, adapt, edit, modify, translate, create derivative works from, distribute, publicly display, publicly perform, synchronize, transmit, broadcast, and otherwise exploit such User Content, in any manner, media, format, or channel now known or hereafter devised, throughout the universe in perpetuity, including for advertising, promotional, commercial, or third-party service purposes, without further notice to or compensation of User. User acknowledges that JM and its licensees may, but are not obligated to, attribute User Content to User. To the fullest extent permitted by applicable law, User irrevocably waives and agrees not to assert against JM or its licensees any moral rights, rights of attribution or integrity, or any other similar rights in or to the User Content.

Further, User expressly consents to JM’s and its licensees’ recording, use, reuse, display, and exploitation of User’s voice, actions, likeness, name, appearance, profile image, performance, biographical information, and other identifying attributes embodied in the User Content (collectively, “Personal Elements”), as incorporated in or derived from the User Content. User represents and warrants that User owns, controls, or otherwise possesses sufficient intellectual property and proprietary rights in and to the User Content and Personal Elements to grant the foregoing rights and licenses, and User agrees to be solely responsible for, and to pay, any and all royalties, fees, or other amounts owed to any third party arising out of JM’s or its licensees’ exercise of such rights.

User shall be conclusively deemed to reaffirm, repeat, and restate each of the foregoing representations, warranties, and covenants on a continuing basis throughout the Term of this Agreement and on and as of the date of each transaction and for so long as any such transaction remains open or outstanding. User further undertakes to notify JM promptly, in writing, upon learning that any representation or warranty set forth herein has become untrue, inaccurate, incomplete, or misleading in any respect, or has otherwise ceased to be true, complete, and correct in all material respects.

LIMITATION OF LIABILITY

JM makes no representation, warranty, covenant, or guarantee of any kind, whether express, implied, statutory, or otherwise, with respect to the Software, Products, or Services, including as to their accuracy, timeliness, reliability, completeness, merchantability, fitness for a particular purpose, or any other attribute. 

THE SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JM, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS (COLLECTIVELY, THE “JM PARTIES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTIES THAT CANNOT BE EXCLUDED EXCEPT TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY LAW, IN WHICH CASE SUCH WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT LEGALLY PERMISSIBLE. IN NO EVENT SHALL ANY JM PARTY BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE SOFTWARE, PRODUCTS, OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; USER FURTHER ACKNOWLEDGES THAT NO JM PARTY SHALL BEAR RESPONSIBILITY FOR ANY DEFAMATORY, OFFENSIVE, UNLAWFUL, OR OTHERWISE IMPROPER CONDUCT OF ANY OTHER USER, AND, WITHOUT LIMITING THE FOREGOING, NO JM PARTY SHALL BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF USER’S FAILURE TO COMPLY WITH THIS AGREEMENT OR CONTENT POSTED BY USER OR ANY THIRD PARTY. 

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE JM PARTIES TO USER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE, PRODUCTS, SERVICES, OR THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (i) THE AMOUNTS ACTUALLY PAID BY USER TO JM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).

USER ACKNOWLEDGES AND AGREES THAT ANY INJURY OR DAMAGE ALLEGEDLY ARISING FROM THE ACTS OR OMISSIONS OF ANY JM PARTY IS NOT IRREPARABLE AND SHALL NOT ENTITLE USER TO INJUNCTIVE RELIEF OR ANY OTHER EQUITABLE REMEDY RESTRICTING THE AVAILABILITY OF, OR ACCESS TO, ANY PORTION OF THE SOFTWARE, PRODUCTS, OR SERVICES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SOME OF THE LIMITATIONS SET FORTH IN THESE TERMS MAY NOT APPLY TO YOU. THE JM PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. THIS PARAGRAPH WILL ONLY APPLY IF AN ARBITRATOR OR COURT WITH APPLICABLE JURISDICTION IN ACCORDANCE WITH THESE TERMS FINDS EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY TO BE UNCONSCIONABLE OR OTHERWISE VIOLATE APPLICABLE LAWS.

MANDATORY, BINDING ARBITRATION; WAIVER OF CLASS ACTIONS AND JURY TRIAL

1. Agreement to Arbitrate; Scope. The parties hereby agree that any and all claims, disputes, controversies, or causes of action of every kind and nature whatsoever, whether in contract, tort, statute, regulation, ordinance, common law, equity, or otherwise, arising out of, relating to, or in any way connected with (i) joshmartinez.com, (ii) these Terms & Conditions, (iii) any Products, Services, Software, content, or transactions offered through or associated with joshmartinez.com, or (iv) the formation, validity, interpretation, performance, breach, termination, or enforceability of these Terms & Conditions (collectively, “Disputes”), shall be resolved exclusively by final and binding arbitration on an individual basis, and not in any court of law, except as expressly provided in subsection (g) below. This arbitration agreement is intended to be broadly interpreted and shall survive termination of these Terms & Conditions.

1. Governing Law. This arbitration provision shall be governed by and construed in accordance with the Federal Arbitration Act, 9 U.S.C. §§ 1–16 (the “FAA”), and, to the extent not preempted by the FAA, the Florida Arbitration Code, Chapter 682, Florida Statutes, as may be amended from time to time.

1. Administration; Rules; Seat. The arbitration shall be administered by the American Arbitration Association (“AAA”) and conducted pursuant to the AAA Consumer Arbitration Rules or, if applicable, the AAA Commercial Arbitration Rules and Mediation Procedures, in effect at the time the arbitration is initiated, except as modified by this provision. The seat and locale of arbitration shall be Volusia County, Florida, and the arbitration hearing (if any) shall be held there unless the parties mutually agree otherwise or the arbitrator determines another location is appropriate for good cause shown.

1. Arbitrator; Authority; Delegation. The arbitration shall be conducted before a single neutral arbitrator selected in accordance with the applicable AAA rules. The arbitrator shall have exclusive authority to resolve all Disputes, including, without limitation, any issue concerning the existence, scope, validity, enforceability, or interpretation of this arbitration provision or these Terms & Conditions (including any claim that all or any part of this provision is void or voidable), and the parties expressly delegate such threshold issues to the arbitrator to the fullest extent permitted by law.

1. Remedies; Costs; Attorneys’ Fees. The arbitrator may award any relief that would be available in a court of competent jurisdiction under applicable law, including equitable and injunctive relief, on an individual basis only. The arbitrator shall apply Florida substantive law consistent with the FAA. Allocation of arbitration fees and costs shall be governed by the AAA rules, unless applicable law requires otherwise. The arbitrator may award attorneys’ fees and costs to the prevailing party only to the extent authorized by applicable law or by an express written agreement of the parties.

1. Class Action Waiver; Representative Proceedings Prohibited; All Disputes shall be arbitrated solely on an individual basis. The parties expressly waive any right to arbitrate or litigate any Dispute as a class action, collective action, private attorney general action, or other representative proceeding. The arbitrator shall have no authority to consolidate claims or to award relief on a class-wide or representative basis. If a court of competent jurisdiction determines that this subsection (f) is unenforceable with respect to a particular claim or request for relief, that claim or request for relief shall proceed in court consistent with subsection (h), and all other Disputes shall remain subject to arbitration.

1. Limited Carve-Out. Notwithstanding the foregoing, either party may elect to bring an individual claim in small-claims court in Volusia County, Florida, if and only if the claim is within that court’s jurisdiction and remains an individual (non-class, non-representative) action. If such claim is transferred, removed, appealed, or otherwise no longer proceeds in small-claims court, it shall be submitted to arbitration pursuant to this provision.

1. Exclusive Forum for Non-Arbitrable Matters; Injunctive Relief to Enforce Arbitration. To the extent any Dispute is determined not to be subject to arbitration or may otherwise proceed in court under subsection (g) or subsection (f), such Dispute shall be litigated exclusively in the state or federal courts located in Volusia County, Florida, and each party irrevocably submits to the personal and exclusive jurisdiction of such courts and waives any objection based on venue or forum non conveniens. Either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction in Volusia County, Florida solely to compel arbitration, stay proceedings, or enforce the arbitration award.

1. Waiver of Jury Trial. THE PARTIES KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY in any action, proceeding, or counterclaim arising out of or relating to these Terms & Conditions or joshmartinez.com, whether or not such action is subject to arbitration.

1. Time Limitation. Any cause of action or claim arising out of or relating to JM’s Services, Products, joshmartinez.com, or these Terms & Conditions must be commenced within one (1) year after the cause of action accrues, and any claim not so commenced shall be forever waived and time-barred to the fullest extent permitted by law.

1. Severability. If any portion of this arbitration provision is found invalid, illegal, or unenforceable, such portion shall be severed and the remainder shall be enforced to the fullest extent permitted by law; provided, however, that if subsection (f) (Class Action Waiver) is found unenforceable and cannot be severed, then this entire arbitration provision shall be null and void solely as to the affected claim(s), and such claim(s) shall proceed in court pursuant to subsection (h).

GENERAL PROVISIONS

Notices.  The User shall provide written notice of any claim, dispute, demand, action, or other legal matter arising out of or relating to this Agreement, joshmartinez.com, or any Products or Services exclusively to:

Josh Martinez, LLC

c/o Paracorp Incorporated, Registered Agent

155 Office Plaza Drive, 1st Floor

Tallahassee, Florida 32301

Any notice delivered to any other JM address, email, personnel, or representative shall be null, void, and of no force or effect. Legal notices shall be deemed received only upon actual receipt by JM’s registered agent. The User is solely responsible for confirming the registered agent’s current name and address prior to delivery.

No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to confer upon any person or entity other than the Parties hereto any rights, benefits, or remedies, and no third party shall have standing to enforce any term of this Agreement.

Severability. If any provision of this Agreement is determined to be invalid, illegal, unenforceable, or inconsistent with applicable terms, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable and to conform to applicable law or applicable terms. All remaining provisions shall continue in full force and effect.

Cumulative Rights; No Waiver. All rights, powers, and remedies afforded to the Parties under this Agreement are cumulative and in addition to any rights or remedies otherwise available at law or in equity. Any failure or delay by JM in exercising any right or remedy, or any forbearance in enforcing any provision, shall not operate as a waiver of such right or remedy, nor shall any single or partial exercise preclude any further or subsequent exercise thereof. JM’s failure to insist upon strict performance of any term shall not constitute a waiver of JM’s right to demand strict compliance thereafter.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, executors, trustees, administrators, and legal representatives. The User may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without JM’s prior written consent, which may be granted or withheld in JM’s sole discretion. JM may assign or transfer this Agreement, in whole or in part, or any of its rights or obligations hereunder, without notice to the User. The User agrees to execute and deliver such documents and take such other actions as JM may reasonably request to effectuate any such assignment.

Force Majeure. We shall not be liable for, nor deemed to be in default or breach of these Terms & Conditions by reason of, any failure or delay in performance to the extent such failure or delay is caused by events or circumstances beyond our reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil disturbances, labor disruptions, governmental actions, power or telecommunications failures, or interruptions in internet service.

Entire Agreement; Amendments. This Agreement constitutes the complete and exclusive statement of the agreement between JM and the User with respect to its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, and agreements, whether oral or written, relating thereto. JM may amend this Agreement from time to time with the User’s consent. No waiver, alteration, modification, or amendment of any provision of this Agreement shall be effective unless set forth in a written instrument executed by JM. Headings and clause titles are for convenience only and shall not affect interpretation. Any reference herein to “unless otherwise agreed” shall mean unless JM expressly agrees in a written instrument signed by JM.