Terms & Conditions

Notice to Non-U.S. Persons

This site is published in the United States for residents of the United States. The site is not intended for use by, or to provide information to, persons outside the United States and such persons should not rely on the information contained in the site. The Magnolia Firm reserves the right to require proof of residence from any user accessing and requesting information from the site. Investors outside the United States may be subject to securities or tax laws within their jurisdictions that are not addressed on this site.

News, views, opinions, recommendations and other information obtained from other sources are believed to be reliable, but The Magnolia Firm cannot guarantee its accuracy or completeness. All information is subject to change without any notice.

Warranty and Limitation of Liability

THE MAGNOLIA FIRM MAKES NO WARRANTY (EXPRESS OR IMPLIED), GUARANTEE OR REPRESENTATION THAT ANY INFORMATION CONTAINED IN THIS SITE IS ACCURATE, COMPLETE OR UPDATED. WE DO NOT ASSUME ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF ANY INFORMATION CONTAINED IN THIS SITE.

THE MAGNOLIA FIRM IS NOT LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, WHICH MIGHT BE INCURRED BY ACCESSING THIS SITE OR ANY LINKS CONTAINED IN THE SITE. COWEN INC. DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY ANY TRANSMISSION TO OR FROM THIS SITE, INCLUDING ANY DAMAGE, DISABLEMENT OR DISRUPTION OF ANY SOFTWARE, HARDWARE, DATA OR OTHER PROPERTY, WHETHER RESULTING FROM A COMPUTER VIRUS OR OTHERWISE. USERS ACCESS AND USE THIS SITE AT THEIR OWN RISK.

THE MAGNOLIA FIRM HAS NO DUTY, RESPONSIBILITY OR OBLIGATION TO INCLUDE, UPDATE OR CORRECT ANY INFORMATION CONTAINED IN THIS SITE.

Copyright and Trademarks

COPYRIGHT

The site and its contents belong to The Magnolia Firm, its affiliates and subsidiaries, and may not be copied, modified, reproduced, transmitted, displayed, distributed, published or otherwise used without prior written consent of The Magnolia Firm. All rights are reserved. No changes shall be made to any proprietary notices. It is acknowledged that no ownership rights on the site or its content are granted by downloading and accessing any copyrighted materials.

TRADEMARK

Brand names, product names, logos, trademarks and service marks appearing on this site are the property of The Magnolia Firm, its affiliates and subsidiaries, and any third parties, and may not be copied, reproduced, imitated, or used without the prior written consent of the relevant trademark owner. Nothing stated or implied on the site confers any license or right under any trademark of The Magnolia Firm, its affiliates and subsidiaries, and any third parties. Reference to any third-party trade names, trademarks, service marks, or otherwise, on this site, does not constitute or imply endorsement, sponsorship, or affiliation by The Magnolia Firm its affiliates or subsidiaries.

PRODUCTS

M&A brokerage consulting, research and services are offered and sold in the United States through The Magnolia Firm.

ELECTRONIC LINKS

This site may contain links to other Internet websites that are beyond the control of The Magnolia Firm. Such links are provided for your convenience. The Magnolia Firm assumes no responsibility for the accuracy, completeness, timeliness, suitability or legality of the content of any such websites, or for any products or services that might be offered therein

ELECTRONIC COMMUNICATIONS

This site may permit you to communicate electronically with The Magnolia Firm for certain purposes. Please do not use this facility to attempt notice of any time-sensitive or legally significant event, request or instruction. The Magnolia Firm assumes no responsibility or liability for any actions taken or any omissions to take action as a result of any such electronic communications.

SOCIAL MEDIA

The Magnolia Firm is not responsible for content posted by third parties on social media business pages, which includes but is not limited to LinkedIn and Twitter. The Magnolia Firm and third parties acting on its behalf, reserve the right, to the extent permitted under applicable law, to retain and monitor all electronic communications. By sending tweets and direct messages to The Magnolia Firm you consent to such retention and monitoring.

All communications via social media including posts, comments, likes, shares, tweets, re-tweets, etc. are subject to the following terms: Trading Disclosure, including our Privacy Policy: Online Privacy & Cookie Policy.

The Magnolia Firm posts, comments, likes, tweets, re-tweets, or other sharing of content on social media should not be considered endorsements. The Magnolia Firm is not responsible for third-party sharing of our content, or for content tweeted under related hashtags.

CHOICE OF LAW

Users of this site shall be bound by all applicable laws of the United States and the State of California. The appropriate CA federal or state court shall have exclusive jurisdiction over any action or dispute arising from this agreement or relating to this site.

INTELLECTUAL PROPERTY RIGHTS

Rapid Acquisition Club

By acknowledging and accepting these Terms of Service you agree that The Magnolia Firm and/or any Sellers affiliated with The Magnolia Firm own all right, title, and interest to and in the content, information, and products related to represented Businesses. By participating in Forums and Clubs represented by The Magnolia Firm you may receive information related to businesses that is sensitive and confidential, including but not limited to intellectual property, confidential and proprietary business documents and information, financial information, marketing and technical data, designs, consumer research, customer lists, vendor lists, technology, trade secrets, all of which are or may be deemed confidential and proprietary.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

The RAPID ACQUISITION CLUB TERMS OF SERVICE

Last updated: April 4 2023

Magnolia House LLC (“The Magnolia Firm,” “we,” or “us”) is the proud owner of the Rapid Acquisition Club community, website, and related services (the “Rapid Acquisition Club”), available at https://themagnoliafirm.zoholandingpage.com/rac-sellers/ and https://themagnoliafirm.zoholandingpage.com/rac-buyers/ The Rapid Acquisition Club’s main mission is to provide a platform to connect potential purchasers of businesses (“Buyers,” or singularly, a “Buyer”) with potential sellers of businesses (“Sellers,” or singularly, a “Seller”).

“You,” whether you are Buyer or a Seller, are permitted to use and participate in our Rapid Acquisition Club on the condition that you accept and abide by these Terms of Service (“Agreement”) and our Privacy Policy without modifications.

TO BE CLEAR, by using, accessing, and/or participating in the Rapid Acquisition Club, you are agreeing to be bound by the terms and conditions of this Agreement and our corresponding Privacy Policy. In other words, this Agreement is a legal agreement between you and The Magnolia Firm. If you do not agree to the terms of this Agreement or our website’s Privacy Policy, please do not use, participate in, or access The Rapid Acquisition Club.

In addition, please be advised that this Agreement contains provisions that govern how disputes between us are resolved, including arbitration, a jury trial waiver and a class action waiver.

1. THE RAPID ACQUISITION CLUB

The Rapid Acquisition Club is a virtual community which offers exposure to businesses for sale. Buyers can join and access the Rapid Acquisition Club by visiting https://themagnoliafirm.zoholandingpage.com/rac-buyers , and Sellers can join and access the Rapid Acquisition Club by visiting https://themagnoliafirm.zoholandingpage.com/rac-sellers/. Again, for the sake of clarity, this Agreement applies whether you are a Buyer or Seller.

Services available through The Rapid Acquisition Club also include “Communication Services,” such as bulletin board services, chat areas, video conferences, news groups, forums, communities, content exchanges, personal web pages, events and calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group.

2. SECURITY & MONITORING

You are solely responsible for maintaining the security of your computer, browser, and any applicable passwords. You agree to accept responsibility for any and all activities or actions that occur under your computer, browser and/or passwords, whether you are using The Rapid Acquisition Club or a third-party service. You acknowledge and agree that we have the right to monitor The Rapid Acquisition Club and its corresponding websites and Communication Services electronically from time to time, and to disclose any information that we deem necessary to satisfy any law, regulation or other governmental request, to operate The Rapid Acquisition Club properly, or to protect our users, affiliates, partners and contracted parties, as discussed in further detail in our Privacy Policy.

3. RESTRICTIONS

A. You agree that you will not use The Rapid Acquisition Club for illegal or prohibited purposes. Specifically, as one of the conditions of your use of The Rapid Acquisition Club, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) The Rapid Acquisition Club in any manner that is prohibited by this Agreement, or which is illegal or prohibited by applicable law.

B. You agree that you are a serious Buyer or Seller with authority to buy or sell your business. If you sign up for The Rapid Acquisition Club as a Buyer, you must be seeking to purchase a business in good faith in the near future and have the authority to engage and follow through with the process of purchasing a business. If you sign up for The Rapid Acquisition Club as a Seller, you must have the authority to engage and follow through with the process of selling the business that you are soliciting selling and you must participate in selling this business in good faith.

C. You agree that you will not make misrepresentations to us or to others during your participation in The Rapid Acquisition Club. The success of The Rapid Acquisition Club hinges on its users’ honesty and transparency. Therefore, during your participation in The Rapid Acquisition Club, you cannot misrepresent, mislead, or lie. For instance, if you are a Buyer, you cannot mislead a Seller into believing that you will purchase Seller’s business when you have no intention of purchasing Seller’s business; If you are a Seller, you cannot misrepresent facts about the business you are selling, such as stating the business has no outstanding debt when this is not true. Notwithstanding the foregoing, you acknowledge and agree that we have no duty to monitor, correct, or investigate statements and/or information provided by Buyers, Sellers, or third-parties. To be clear, we specifically disclaim all liability arising out of or related to statements and/or information provided by Buyers, Sellers, and third-parties during your participation in The Rapid Acquisition Club and your use of the Communication Services.

D. You agree that you will comply with laws in your jurisdiction. Recognizing the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable data. Specifically, you agree to comply with all applicable laws of your jurisdiction regarding the transmission of technical data and personally identifiable information.

E. You warrant that you are over the age of 18 and capable of giving legal consent. The Rapid Acquisition Club is not for, or meant to be accessed by, minors. You must be at least the age of 18 to use The Rapid Acquisition Club. You represent and warrant that you are over the age of 18 and you have the full right, power and authority to enter into this Agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into this Agreement.

F. You agree that you will use the Communication Services only to post, send and receive messages and information that are proper and reasonably related to the topic at hand. You specifically acknowledge and agree that all communications, content, and information that you send and/or request through the Communication Services will be appropriate and reasonably related to the topic at hand. You also agree that all such communications, content, and information will be respectful of others and otherwise abide by the terms of this Agreement.

G. You agree that you have not been previously prohibited from using The Rapid Acquisition Club. If you, or any business you are associated with, have been banned, suspended, or prohibited from using The Rapid Acquisition Club in the past, or if you or any business you are associated with have been banned from using any of our other products and services, you may not use The Rapid Acquisition Club, even if such use is under a different account, name, or username.

H. Specific Restrictions. You specifically agree that you WILL NOT do any of the following:

  • Use The Rapid Acquisition Club to upload, post, email, otherwise transmit, or post links to any content, or select any username or email address, that is misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.

  • Use The Rapid Acquisition Club to upload, post, email, otherwise transmit, or post links to any content or information that promotes illegal activity, including without limitation the provision of instructions for illegal activity.

  • Use The Rapid Acquisition Club to upload, post, email, otherwise transmit, or post links to any content or information that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age without parental consent.

  • Use The Rapid Acquisition Club to “stalk” or otherwise harass another.

  • Use The Rapid Acquisition Club to collect or store personally identifying information about others without their permission.

  • During your use of The Rapid Acquisition Club, impersonate any person or entity, including, but not limited to, falsely state or otherwise misrepresent your affiliation with a person or entity.

  • When using or signing up for The Rapid Acquisition Club, use misleading email address or enter false and/or misleading information.

  • Use The Rapid Acquisition Club to upload, post, email, otherwise transmit, or post links to any content or information that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

  • Download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner.

  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

  • Restrict or inhibit any other user from using and enjoying The Rapid Acquisition Club or features of The Rapid Acquisition Club.

  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service – for example, specific rules for a particular zoom call.

  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

  • Use The Rapid Acquisition Club to upload, post, email, or otherwise transmit, or post links to any content or information that facilitates hacking.

  • Use The Rapid Acquisition Club to upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of The Rapid Acquisition Club.

  • Use automated means, including spiders, robots, crawlers, or the like to download data from any of our databases.

  • Conduct your own contests and promotions using The Rapid Acquisition Club, or use The Rapid Acquisition Club to upload, post, email, otherwise transmit, or post links to any information regarding any raffle, contest or game requiring a fee by participants without our explicit written consent.

  • Resell, repackage, or provide others with content or materials that you received through The Rapid Acquisition Club.

  • Incorporate information or content from The Rapid Acquisition Club into any email or “white pages” products or services.

  • Engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of The Rapid Acquisition Club in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access The Rapid Acquisition Club in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional web browser, unless said system is by an API that is specifically approved of by us.

  • Interfere with or disrupt The Rapid Acquisition Club, or servers or networks connected to The Rapid Acquisition Club.

  • Use The Rapid Acquisition Club to cause harm to anyone.

  • Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of The Magnolia Firm or its affiliates, partners, or suppliers.

4. CONTENT YOU PROVIDE

A. You are Responsible for Your Content. You are responsible for information, text, graphics, financials, photographs, or other material that you provide on or through The Rapid Acquisition Club and the Communication Services (“Content”), including the Content’s legality, reliability, and appropriateness. We take no responsibility and assume no liability for Content you or any third-party posts on or through The Rapid Acquisition Club, and/or the Communication Services.

B. Representations and Warranties. By posting Content on or through The Rapid Acquisition Club, and/or the Communication Services, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in this Agreement, and (ii) that providing your Content on or through The Rapid Acquisition Club and/or Communication Services to use or others does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

C. Your Rights in Your Content. You retain any rights you have to the Content, and you are solely responsible for protecting those rights. However, by providing the Content to us or others on or through The Rapid Acquisition Club (including but not limited to through the Communication Services), you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through The Rapid Acquisition Club and/or the Communication Services. You agree that this license includes the right for us to make your Content available to other users of The Rapid Acquisition Club and/or Communication Services. No compensation will be paid with respect to our use of your Content. Please do not provide anyone (this includes us) with sensitive Content or Content that you wish to remain confidential unless and until you have entered into a non-disclosure agreement with the party receiving such Content. We do not have a duty to enforce third-party non-disclosure agreements or disputes regarding unauthorized use of Content, and specifically disclaim all liability arising out of or related to such unauthorized use.

D. Other’s Content. Content found on or through The Rapid Acquisition Club and/or Communication Services that was not created by you is the property of either (i) other users of the Rapid Acquisition Club; (ii) The Magnolia Firm; or (iii) The Magnolia Firm’s licensors, which we use with their permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use content that you do not own or have explicit permission to use for commercial purposes or for personal gain unless as otherwise agreed upon in writing.

E. Removal of Content; Posting Content Publicly. The Magnolia Firm is under no obligation to post, disseminate, or use of your Content that you may provide, and The Magnolia Firm may remove any Content from The Rapid Acquisition Club and/or Communication Services in its sole discretion. To be clear, The Magnolia Firm has the right, but not the obligation, to monitor and remove all Content provided by users on or through The Rapid Acquisition Club and the Communication Services. You also acknowledge and agree that when you post information publicly, your information is publicly accessible, and The Magnolia Firm cannot, and will not, monitor or protect such information in any way. We reserve the right to terminate the account of anyone found to be violating this Agreement.

F. The Magnolia Firm’ Disclaimers in Regards to Content. The Magnolia Firm does not own or control the Content of users of The Rapid Acquisition Club. The Magnolia Firm specifically disclaims any liability with regard your Content, the Content of other users, and any actions resulting from your use of The Rapid Acquisition Club (including but not limited to the Communication Services). Please also note that the views of other users of The Rapid Acquisition Club do not necessarily reflect those of The Magnolia Firm.

G. Limitations on Content. Materials and Content downloaded and uploaded through The Rapid Acquisition Club and/or the Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download any Content or other materials.

5. COPYRIGHT POLICY

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content on The Rapid Acquisition Club infringes on the copyright or other intellectual property rights of any person or entity.

DMCA Compliance & Notice. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent listed below with the following information in writing (see 17 U.S.C 512(c)(3) for further detail). To expedite our ability to process your request, please use the following format:

  • An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

  • Identification of the copyrighted work that you claim has been infringed;

  • Identification of the material that is claimed to be infringing and where it is located within The Rapid Acquisition Club;

  • Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

  • A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

DMCA Counter Notice. If you disagree that your Content is an infringement of another’s work, you may elect to send us a counter notice. To be effective, your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements) To expedite our ability to process your request, please use the following format:

  • A physical or electronic signature of the subscriber.

  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

  • A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

  • The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Please note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of this Agreement. This Agreement is not legal advice, and we are not attorneys or copyright experts. Please consult with your legal representative if you believe your rights are being infringed, or if you wish to respond to an infringement notice. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Where applicable, we will comply with the procedures outlined in the DMCA.

You can contact our Copyright Agent via email at exit@themagnoliafirm.co.

Third parties (i.e., not The Magnolia Firm) may have their own DMCA procedures. If you believe a user on a third-party site is infringing on your propriety work, please use that third-party’s DMCA complaint procedure.

6. OUR INTELLECTUAL PROPERTY

The Magnolia Firm owns all copyrights, patents, trademarks, trade secrets and other intellectual property rights related to The Rapid Acquisition Club, and all content, materials, information and data contained within, or provided through, The Rapid Acquisition Club and The Magnolia Firm (collectively, the “The Magnolia Firm IP”). The Magnolia Firm IP includes but is not limited to the overall look and feel of The Magnolia Firm website and the overall look and feel of The Rapid Acquisition Club and corresponding websites, but does not include our users’ Content. To be clear, The Magnolia Firm IP is, and shall remain, the sole and exclusive property of The Magnolia Firm.

We grant you a revocable, non-exclusive, non-sublicensable, non-transferable, limited license to use The Magnolia Firm IP solely to participate in The Rapid Acquisition Club and access our corresponding websites. However, this license is contingent on your strict adherence to the terms of this Agreement. This license and your right to use The Magnolia Firm IP immediately terminates upon the termination of this Agreement (which we may terminate at any time, for any reason). To be clear, upon termination of this Agreement, you shall immediately cease all use of The Magnolia Firm IP.

Any rights not expressly granted herein are reserved by The Magnolia Firm.

7. THIRD-PARTY SERVICES

We may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (collectively, the “Third-Party Services”). The Magnolia Firm’ inclusion of third-party links, content or services does not imply that The Magnolia Firm endorses such third-parties. You acknowledge and agree that The Magnolia Firm does not control the third-party sites, links, or content. You further agree that The Magnolia Firm shall not be directly or indirectly responsible or liable for any damage or loss caused, or alleged to be caused, by any Third-Party Services, including the Third-Party Services’ accuracy, completeness, timeliness, validity, copyright compliance, use of your personal information or Content, legality, decency, quality or any other aspect thereof. The Magnolia Firm does not assume, and shall not have any liability or responsibility to you or any other person or entity, for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. The Magnolia Firm strongly recommends that you review Third-Party Services’ terms and conditions and applicable privacy policies.

8. REPRESENTATIONS OF OTHERS

The Magnolia Firm cannot guarantee the accuracy or completeness of Content, news, views, opinions, recommendations, or other information obtained from other sources, including but not limited to other users of The Rapid Acquisition Club. The Magnolia Firm is not responsible for Content provided by its users, which may express views that are not aligned with the views of The Magnolia Firm. The Communication Services may be monitored, and we, in our sole discretion, may remove Content. However, you acknowledge and agree that The Magnolia Firm has no duty to monitor the Communication Services. Further, you agree that you are solely responsible for any action or inaction that you take as a result of reliance on the Content, information, data, or oral representations provided to you through The Rapid Acquisition Club, including but not limited to decisions made related to purchasing or selling a business. Our opinions are expressly your own, and you agree you must investigate all information independently prior to making any decision regarding purchasing or selling a business. You also agree you will not sue or bring any action against us arising out of or relating to your decision to purchase or sell a business.

9. YOUR SUGGESTIONS

Any feedback, comments, ideas, improvements, or suggestions (collectively, “Suggestions”) provided by you to The Magnolia Firm with respect to The Rapid Acquisition Club shall remain the sole and exclusive property of The Magnolia Firm. The Magnolia Firm shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

10. MODIFICATIONS, SUSPENSIONS, DISCONTINUANCE & UPDATES

A. Modifications, Suspensions & Discontinuance. The Magnolia Firm may modify, suspend, or discontinue The Rapid Acquisition Club, the content, materials, data and/or information found within The Rapid Acquisition Club, or any service to which it connects, with or without notice, and without liability to you temporarily or permanently.

B. Updates. The Magnolia Firm may also provide enhancements or improvements to the features/functionality of The Rapid Acquisition Club, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of The Rapid Acquisition Club. You agree that The Magnolia Firm has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of The Rapid Acquisition Club to you. You further agree that all Updates will be (i) deemed to constitute an integral part of The Rapid Acquisition Club, and (ii) subject to the terms and conditions of this Agreement.

11. TERMINATION/ACCESS RESTRICTION

The Magnolia Firm reserves the right to terminate your access to any or all of The Rapid Acquisition Club (including but not limited to Communication Services), the content, materials, data and/or information found within The Rapid Acquisition Club, or any service to which it connects, with or without notice, and without liability to you, temporarily or permanently, at any time, without notice, for any reason whatsoever. For instance, The Magnolia Firm may immediately terminate this Agreement and your access to The Rapid Acquisition Club if you violate the terms of this Agreement. The Magnolia Firm also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in The Magnolia Firm’s sole discretion.

12. INDEMNIFICATION

You agree to indemnify and hold The Magnolia Firm and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of, or participation in, The Rapid Acquisition Club (including but not limited to Communication Services); (b) violation of this Agreement or any law or regulation; (c) use of the Third-Party Services; (d) the Content; (e) violation of any right of a third-party, including but not limited to the infringement of another’s intellectual property rights; and (f) use of, or your participation in, the Communication Services.

13. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

A. No Warranties. THE RAPID ACQUISITION CLUB IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted under applicable law, The Magnolia Firm, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to The Rapid Acquisition Club, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, The Magnolia Firm provides no warranty or undertaking, and makes no representation of any kind that The Rapid Acquisition Club will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, The Magnolia Firm does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of The Rapid Acquisition Club, the Third-Party Services, or the information, content, and materials or products included thereon; (ii) that The Rapid Acquisition Club and the Third-Party Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information, materials, or content provided on or through The Rapid Acquisition Club and the Third-Party Services, including but not limited to the Content; or (iv) that The Rapid Acquisition Club and Third-Party Services, the corresponding servers, the content, or e-mails sent from or on behalf of The Magnolia Firm are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. SPECIFICALLY, The Magnolia Firm does not make any representation or warranty that participation in The Rapid Acquisition Club will result in profit, a positive experience, or a net gain. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

B. Limitation of Liability. To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE MAGNOLIA FIRM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (including, but not limited to, damages for loss of profits, for loss of data/Content or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to your use or participation in, or your inability to use or participate in, The Rapid Acquisition Club, the Third-Party Services, third-party software and/or third-party hardware used with The Rapid Acquisition Club, for damages resulting from the conduct of any user of The Rapid Acquisition Club, and for damages arising out of any information, materials, or content obtained from or through The Rapid Acquisition Club), even if The Magnolia Firm has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. If this exclusion or limitation of liability is held inappropriate or unenforceable for any reason, our maximum liability for any type of damages shall not exceed $100.

C. Time Limitation for Claims. All claims against The Magnolia Firm must be brought within one year of discovery or shall be forever barred.

14. AMENDMENTS TO THIS AGREEMENT

The Magnolia Firm reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. We will send you an email to the address you have listed with The Rapid Acquisition Club to alert you of the changes. By continuing to access or use The Rapid Acquisition Club after any revisions become effective, you agree to be bound by the revised terms.

15. EMAIL NOTIFICATIONS AND COMMUNICATIONS

You acknowledge and agree that if you provide us with your email address, you grant consent for us to send you notices related to The Rapid Acquisition Club, including any notices required by law, in lieu of communication by postal mail. Therefore, you shall make sure the email address is current and accurate. If you do not want to receive legal notices through email messages, and prefer to receive legal notices by mail, please contact us and let us know.

16. ARBITRATION, JURY TRIAL & CLASS ACTIONS

A. Arbitration. Please read this Section carefully. It is part of your agreement with us, and it affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION.

You agree that any dispute related to this Agreement, your use of The Rapid Acquisition Club, or any dispute related to your relationship with The Magnolia Firm or our affiliates, directors, officers, agents, shareholders, members, subsidiaries, parents, shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), located in San Diego, California. The AAA Rules of Arbitration shall govern all aspects of the arbitration you bring, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Arbitration Agreement. The AAA Rules of Arbitration are available on the AAA’s website, https://www.adr.org/Rules/. The arbitration shall be conducted by a single arbitrator, with the prevailing party to pay all costs and attorney fees. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

B. Jury Trial Waiver. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR RIGHT TO A JURY TRIAL.

You hereby waive your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and The Magnolia Firm in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

C. Waiver of Class or Consolidated Actions. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR CLASS ACTION RIGHTS.
ALL CLAIMS AND DISPUTES BETWEEN YOU AND THE MAGNOLIA FIRM MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

D. 30-Day Right to Opt Out. You have the right to opt out of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of this Agreement by sending written notice of your decision to opt out to 340 S. Lemon Ave Ste 9930 Walnut CA, 91789 within 30 days from the date that you first signed up for The Rapid Acquisition Club. If you send this notice, then the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions will not apply you must bring claims per the Section labeled “Governing Law,” below. If you do not send this notice, then you agree to be bound by the terms of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions in this Section. Agreeing to arbitration and waiving your rights to jury trial and class action participation is an important decision for you to make. It can shorten the litigation process and result in cost savings, but it also takes away certain rights, such as the right to a trial in front of your peers. Thus, please take time to carefully consider the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of this Agreement. Since the information provided in this Agreement is not intended to contain a complete explanation of the consequences of arbitration, class action or jury waiver, you may want to consult an attorney.

17. GOVERNING LAW

The laws of California, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of The Rapid Acquisition Club. You agree to arbitrate all disputes arising out of or relating to The Rapid Acquisition Club and/or your relationship with us unless you have specifically opted out of arbitration in accordance with Section 16D, above. If you have appropriated opted out of arbitration, then you consent to the personal jurisdiction of the courts located in San Diego, California. Your use of The Rapid Acquisition Club may also be subject to other local, state, national, or international laws.
18. MISC. PROVISIONS

A. Entire Agreement. The Agreement constitutes the entire agreement between you and The Magnolia Firm regarding your use of The Rapid Acquisition Club.

B. No Joint Venture/Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and The Magnolia Firm as a result of this Agreement or your use of The Rapid Acquisition Club.

C. Entire Agreement/Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire Agreement between the user and The Magnolia Firm with respect to The Rapid Acquisition Club, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and The Magnolia Firm with respect to The Rapid Acquisition Club.

D. Form of Agreement/Language of Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is also the express wish to the parties that this Agreement and all related documents be drawn up in English.

E. Contact Information. If you have any questions about this Agreement, please contact us at exit@themagnoliafirm.co