Chartwell is pleased to announce Blackstone has successfully completed a minority equity investment in Salas O’Brien, a leading employee-owned engineering and technical services firm.

Terms of Service

1.      Acceptance of the terms of service

IMPORTANT! PLEASE READ CAREFULLY. By using and/or visiting the Service as defined below, you accept and agree to these Terms of Service (“TOS”) and the Privacy Policy (available at https://chartwellfa.com/privacy-policy/), which is incorporated by reference into these TOS. These TOS constitute a legal agreement between you, Chartwell Financial Advisory, Inc., and CCS Transactions, LLC (“Chartwell”, “We” or “Us”) and spell out the terms and conditions to which you must adhere. If you do not agree to any of these terms, then do not use the Service.

We reserve the right to modify or discontinue the Service (or any portion of the Service), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Service. YOU AGREE THAT CHARTWELL SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICE (OR ANY PORTION OF THE SERVICE). Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these TOS.

BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THE TOS. We may change these TOS at any time. Please review the TOS each time you visit the Service. Your continued use of this Website following the posting of revised Terms of Service means that you accept and agree to the changes.

ARBITRATION AND CLASS WAIVER NOTICE

Please note that these TOS contain an arbitration clause and class action wavier (see Section 22: “Dispute Resolution, Arbitration, Class Waiver” below). Through your agreement to these TOS: (i) you and Chartwell agree to resolve through binding, individual arbitration, and not in court, any and all disputes arising from or relating to these TOS, the Services, information, or any other services or products provided, sold, purchased, managed, operated, or fulfilled by Chartwell; and (ii) you and Chartwell each expressly waive any rights to enforce this Agreement in court or as a class, subject to the limited exceptions described below.

These TOS also include a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you, in Sections 1, 4, 9, and 11-13. Please review those sections (and all other terms) carefully.

2.      Overview

This Website is operated by Chartwell Financial Advisory, Inc., 150 South Fifth Street, Suite 2700, Minneapolis, MN 55402, for itself and on behalf of CCS Transactions, LLC (“Chartwell”, “We” or “Us”) as well as any of our current or future brands, subsidiaries, or affiliates (“Affiliates”). Chartwell is a Delaware corporation engaged in performing financial advisory, corporate finance, transaction opinion, and valuation services. Securities transactions may be effected and offered through Chartwell affiliate, CCS Transactions, LLC (“CCS”), a FINRA registered broker-dealer and SIPC member firm.

Check the background of this firm on FINRA’s BrokerCheck.

These TOS apply to your use of our “Service,” which includes the following (without limitation):

  • Our “Offline Services” – In-person services You use or receive when You visit one of our office locations, contact Us over the phone, and attend an event or workshop.
  • Our “Digital Services” – Our “Website,” www.chartwellfa.com , social media pages, and other online services.

Unless explicitly stated otherwise, any new products, services, or features that augment or enhance the current Service will be subject to these TOS.

This Website and content available within is for informational purposes only. Neither the Website nor the content available within constitutes legal, financial, accounting, or other professional advice, and neither should be relied upon by You or any third party, including to operate or promote Your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise be used in connection with procuring services or other benefits from any entity. Chartwell assumes no liability for Your use of the information herein and please note, before making any decision or taking any action, You should consult with legal and professional advisers.

3.      Privacy Policy

Our Privacy Policy describes the information Chartwell collects when you and others use the Service. It also describes how Chartwell uses and shares any Personal Data you share with us. The Privacy Policy is part of these TOS. By agreeing to these TOS, you are also consenting to our collection, use, and sharing of your Personal Data in accordance with our Privacy Policy. Please click here to review our Privacy Policy.

4.      User Submissions

You may submit feedback, messages, or other communications (“User Submissions”) on the Service. By submitting any such materials to the Service, you represent and warrant that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit or post the material and to grant Chartwell all of the license rights granted herein. In addition, you agree to pay for all royalties, fees, and other payments owed to any party by reason of your posting or submitting User Submissions. You may also submit your contact information to request a copy of educational materials. Chartwell does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and CHARTWELL EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USER SUBMISSIONS.

Chartwell welcomes your comments and suggestions. However, except for any personal information we may collect from you pursuant to our Privacy Policy, User Submissions will be considered non-confidential and non-proprietary.

On Chartwell’s social media profiles, you further represent and warrant that you have the permission of any individuals depicted in photographs, videos, or recordings that you submit to the Service to use their likeness and/or voice, as well as all other legal rights necessary to grant the license below to Chartwell.

5.      Users Who Violate Terms of Use

Chartwell may, at its sole discretion, disable access or partially disable access to the Service for any users who violate these TOS, including, but not limited to, the accounts of (1) users who submit User Submissions that infringe copyrights, trademarks, rights of publicity, or other intellectual property rights, especially if they do so repeatedly, (2) users who provide false or inaccurate information; (3) users who breach these TOS including any warranties; and (5) users who misuse or challenge Chartwell’s rights in the Content.  If you violate any of these TOS, your permission to use the Content and the Service will be terminated.

6.      Restrictions On Use Of Service

In your use of the Service, you will not:

  • use the Service for any purpose other than for using the features we intentionally make available to you;
  • upload, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other form of solicitation;
  • post any information that Chartwell, in its sole discretion, determines is confidential (including social security or alternate national identity numbers, sensitive personal information, non-public phone numbers, or non-public email addresses), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, offensive, inflammatory, scandalous, pornographic, or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;
  • upload, download, post, email, or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;
  • copy, download, or distribute any part of the Service in any form or medium without the prior written authorization of Chartwell;
  • alter, modify, or make derivative works from any part of the Service without the prior written authorization of Chartwell;
  • resell or attempt to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under these TOS, the Service or any Content, in whole or in part;
  • modify, copy, distribute, download, scrape or transmit in any form or by any means any Content from the Service;
  • provide false personal information or personal information belonging to anyone other than yourself without permission;
  • use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Service; provided, however, that general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Service are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;
  • use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service;
  • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Service;
  • impersonate or misrepresent any person or entity or your affiliation with someone else;
  • remove, modify, disable, block, obscure, or otherwise impair any advertising in connection with the Service; or
  • post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Service.

Chartwell believes in children’s online safety and does not wish to receive information regarding children under 18 years old. Therefore, you may not submit any personally-identifiable information of a child under 18 years old or information sufficient to locate such a child on or through the Service. If you are under 18 years of age, then please do not attempt to submit any information to or use the Service.

7.      Intellectual Property

Everything you see, hear, or otherwise experience on the Service, including, but not limited to, the graphics, text, software, photographs, scripts, software screens, design elements, artwork, templates, layout designs, interactive features and the like, the concepts and ideas underlying the Service, and all statistical, analytical, and other data captured by or through the Service (collectively, “Content”), and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to Chartwell and/or Chartwell’s clients, and subject to copyright and other intellectual property rights under United States and international laws and conventions. Chartwell owns the copyright in the selection, coordination, arrangement, and enhancement of the Content. Any unauthorized use of any materials on the Service or use of the Marks may violate copyright, trademark, and other laws.

For your personal use, you may view, copy, and print pages from the Service. Otherwise, the Service may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Chartwell reserves all rights not expressly granted in and to the Service, the Content, and the Marks. You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein. You may not incorporate the Content into or stream or transmit the Content via any hardware or software application, or make it available via frames or in-line links, unless expressly permitted by Chartwell in writing. You may not create, recreate, advertise, or distribute an index of a significant portion of the Content unless authorized in writing by us. You may not build a business using the Content, whether or not for profit. If you copy or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein, nor may you scrape or use any extraction methods to obtain any Content or data from the Service.

You shall not, and shall not permit others to, license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party all or any part of the rights granted to you under these TOS, the Service, or any content or materials accessible through the Service, in whole or part.

8.      Employment Applications

Please review our Privacy Policy for information on your privacy in connection with submitting a resume or application through the Service. Residents of California may view our California HR Privacy Notice. In connection with your use of the Careers Page and your submission of a resume or application through it:

  1. You may submit a single application through the Career Application Page for each open position for which you would like to apply;
  2. applying for a position via the Service does not create a promise or contract for employment or the provision of any employment benefit. If you are hired for a position at Chartwell, your employment will be at will;
  3. if you are unable to use our online application system due to a disability, please contact Human Resources at 844-840-5434 or human.resources@chartwellfa.com; and
  4. Chartwell is an Equal Opportunity/Affirmative Action Employer M/F/D/V—all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, ancestry, sex, national origin, sexual orientation, disability, age, marital status, familial status, status with regard to public assistance, military or veteran status, or any other status protected by applicable law.

9.     Links To Other Sites

The Service may contain links to third-party websites and online services (such as social media sites) that are not owned or controlled by Chartwell. Chartwell has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or online services, and you access and use these websites or online services solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship, or recommendation of the material on these third-party websites or online services or any association with their operators. In addition, Chartwell will not and cannot control or edit the content of any third-party website or online service. BY USING THE SERVICE, YOU EXPRESSLY RELEASE CHARTWELL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND OTHER AUTHORIZED USERS, SHAREHOLDERS, LICENSORS, LICENSEES, DISTRIBUTORS, SUPPLIERS, AND ASSIGNS (COLLECTIVELY “THE CHARTWELL PARTIES”) FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICES AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions of use for each other website or online service that you visit.

Except as you have otherwise agreed with Chartwell in writing, you may link to the Service from your website, subject to the following:  (1) you may not frame the Service or any portion of the Service; (2) you will not override or hinder the functionality of an end-user’s web browser’s “back” function; (3) the link must be identified using a plain text rendering of the Chartwell name and not any Chartwell logo; (4) you may not use any Chartwell logo in any way; (5) you may not use the link in any way that suggests that Chartwell is associated with or endorses you or your website or online service; (6) the link may not appear on any website that a reasonable person may consider obscene, defamatory, harassing, offensive, or malicious, and may not be presented in any way that disparages Chartwell or damages its rights, reputation, or goodwill; and (7) we may terminate your right to link to the Service at any time for any reason or no reason.

10.  Warranties

You warrant and represent to Chartwell as set out below:

  1. The information you provide in any registration screen, profile, email, telephone call, or through other means, including all personal details, contact details, and all other data provided, is true in all respects, up-to-date, and not misleading.
  2. You will keep the information referred to in paragraph (a) up to date.
  3. You will not access the Service under false identity or pretext and will not use it to falsify your or any other person’s identity.
  4. You will use the Service lawfully and in good faith.

11.  Disclaimer Of Warranties

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. CHARTWELL HAS ATTEMPTED TO MAKE THE SERVICE AND THE CONTENT AS TIMELY AND ACCURATE AS POSSIBLE, BUT BECAUSE ERRORS MAY OCCUR, THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CHARTWELL PARTIES GIVE NO WARRANTY AND MAKE NO REPRESENTATION IN RELATION TO THE SERVICE OR THE CONTENT. THE CHARTWELL PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW AND YOU WAIVE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY, THAT MAY BE IMPLIED BY THESE TOS, BY CUSTOM, OR BY LAW OR OTHERWISE AND WHICH IS NOT EXPRESSLY SET OUT HEREIN, INCLUDING ANY IMPLIED WARRANTIES OF AVAILABILITY OF THE SERVICE, NON-DISRUPTION, SECURITY, ACCURACY, THE USE OF REASONABLE CARE AND SKILL, QUALITY, MERCHANTABILITY, TITLE OR ENTITLEMENT, FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT OR FUNCTIONALITY AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE ON THE PART OF THE CHARTWELL PARTIES, RELATING TO THE SERVICE, THE CONTENT, USER SUBMISSIONS, ANY SOFTWARE LICENSED OR PROVIDED TO YOU BY THE CHARTWELL PARTIES, AND ANY AGREEMENT WITH A THIRD PARTY.

WITHOUT LIMITING THE FOREGOING, THE CHARTWELL PARTIES DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE SERVICE OR ON ANY WEBSITES OR APPS LINKED TO THE SERVICE IS ACCURATE, COMPLETE, OR CURRENT; THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT THE QUALITY, SAFETY, OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR AGREEMENTS YOU ENTER WITH THIRD PARTIES, SUCH AS ADVERTISERS, WILL MEET YOUR EXPECTATIONS; THAT THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED BY CHARTWELL; OR THAT SERVICE ERRORS WILL BE CORRECTED. THE CHARTWELL PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION), RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (3) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, CONTENT, AND/OR INFORMATION STORED THEREIN, (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

12.  Indemnity

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CHARTWELL PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO ANY OF THE CHARTWELL PARTIES AS A RESULT OF ANY CLAIM, DEMAND, OR PROCEEDINGS BROUGHT OR THREATENED AGAINST THE CHARTWELL PARTIES IN CONNECTION WITH (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE SERVICE; (2) YOUR BREACH OF ANY OF THESE TOS; (3) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (4) ANY CLAIM THAT ANY OF YOUR USER SUBMISSIONS CAUSED DAMAGE TO AN INDEMNIFIED PARTY OR A THIRD PARTY; (5) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE SERVICE; OR (6) ANY ACTIVITY USING YOUR EMAIL ADDRESS OR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE USING YOUR EMAIL ADDRESS OR ACCOUNT.

You shall cooperate as fully as reasonably required in the defense of any claim. Chartwell reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of Chartwell without Chartwell’s prior written approval.

IF THE CHARTWELL PARTIES TAKE ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TOS, THE CHARTWELL PARTIES WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEY’S FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO CHARTWELL.

13.  Limitation Of Liability

IN NO EVENT SHALL THE CHARTWELL PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE SERVICE OR THIRD-PARTY PRODUCTS OR SERVICES, UNDER THESE TOS OR IN CONNECTION WITH THEIR PERFORMANCE OR BREACH, OR IN CONNECTION WITH ANY WARRANTIES HEREUNDER, OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR THEIR NEGLIGENCE, INCLUDING ANY LOSS OF PROFITS OR SAVINGS OR ANTICIPATED PROFITS OR SAVINGS, DATA, OPPORTUNITY, REPUTATION, GOODWILL, OR BUSINESS, EVEN IF THE CHARTWELL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

THE CHARTWELL PARTIES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY, OR LOSS THAT YOU MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM:  (1) ANY SUSPENSION OR DISRUPTION OF THE SERVICE, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM CHARTWELL’S NEGLIGENCE; (2) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (3) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (4) UNAUTHORIZED ACCESS TO OR USE OF THE CHARTWELL PARTIES’ SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN; (5) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (6) INADEQUATE OR FAULTY HARDWARE OPERATING THE SERVICE; (7) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (8) USER SUBMISSIONS, CONTENT, OR THIRD-PARTY WEBSITES OR APPS; (9) DISCLOSURE OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF YOUR INFORMATION; (10) ERRORS OR OMISSIONS IN ANY CONTENT; OR (11) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT, WHEREIN SUCH CONTENT OR ADVERTISEMENT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE CHARTWELL PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

THE CHARTWELL PARTIES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY, OR LOSS THAT YOU OR ANY OTHER PERSON MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM YOUR BREACH OF YOUR WARRANTIES OR OTHER OBLIGATIONS UNDER THESE TOS INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO AVOID SHARING YOUR EMAIL ACCOUNT INFORMATION AND OTHER LOGIN INFORMATION WITH ANY OTHER PERSON.

THE CHARTWELL PARTIES’ MAXIMUM AGGREGATE LIABILITY FOR ANY SINGLE EVENT (OR A SERIES OF RELATED EVENTS) GIVING RISE TO A CLAIM IN CONNECTION WITH THESE TOS OR IN RELATION TO THE SERVICE, EITHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION, OR NEGLIGENCE, WILL BE LIMITED TO $100 USD.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND, IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Any claims relating to use of the Service must be bought within one (1) year from the date the cause of action arose. Claims brought after such period are VOID. The Service is controlled and offered by Chartwell from its facilities in the United States of America. Those who access or use the Service do so at their own volition and are responsible for compliance with local and all other applicable laws, restrictions, and regulations.

To the extent that any jurisdiction does not allow the exclusion or limitation of incidental or consequential damages, the above limitation shall apply to the extent permissible under applicable law.

14.  Representation Of Age And Ability To Accept Terms Of Use

Our Service is offered only to users who are 18 years of age or older. By continuing to use Our Service, You represent and warrant that You are at least 18 years of age. If you are not 18 years of age or older, you must not use the Service.

15.  Amendment Of Terms Of Use And Termination

Chartwell reserves the right to amend these TOS at any time and without notice, and it is your responsibility to review these TOS for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.

In addition, Chartwell may, in its sole discretion, terminate or suspend your access or refuse service at any time, without notice, to all or any part of the Service for any or no reason, including, but not limited to, breach of these TOS.

16.  Severability

If any provision of these TOS is deemed invalid or unenforceable under any statute, regulation, ordinance, or by a court of competent jurisdiction, then such provision shall be deemed reformed or deleted but only to the extent necessary to comply with such statute, regulation, ordinance, or court, and the remaining provisions shall remain in full force and effect.

17.  Assignment

These TOS, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Chartwell’s prior written consent, but may be assigned by Chartwell without restriction and without notice to you.

18.  Dispute Resolution, Arbitration, Class Waiver

You and Chartwell each agree to submit to confidential, binding arbitration in Minneapolis, Minnesota, USA. Any dispute, claim, or controversy arising out of or relating in any way to: (i) these Terms of Service, (ii) your access to, or use or receipt of the Service or any products, services, or information sold, purchased, or that you receive through the Service; , or (iii) any other services or products provided, managed, operated, serviced, or fulfilled by Chartwell, in each case, regardless when that dispute, claim or controversy arose, and regardless of the relevant legal theory (“Dispute”) shall be submitted to confidential, binding arbitration in Minneapolis, Minnesota, USA. The arbitration shall be conducted pursuant to the American Arbitration Association’s Commercial Arbitration Rules. The arbitrator’s award shall be final, confidential, and binding, and may be entered as a judgment in any court of competent jurisdiction. No arbitration under these Terms of Service may be joined with another arbitration related to the subject matter hereof the Dispute. This arbitration clause will survive any termination of these Terms of Service. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to any claim that all or any part of these Terms of Service are void or voidable.

Notwithstanding the foregoing arbitration requirement, with regard to any actual or potential violation of our intellectual property rights, we may seek injunctive or other appropriate relief in the state and federal courts of Minneapolis, Minnesota, USA and you hereby consent to the exclusive jurisdiction of such courts and waive all objections thereto.

We each agree that any and all actions and proceedings relating to any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive your right to bring or participate in a class, consolidated, or representative action lawsuit and we each waive any right to a jury trial.

19.  General

These TOS constitute the entire agreement between the parties and supersede all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof. Each party acknowledges that it has not relied on or been induced to enter these TOS by a representation other than those expressly set out in these TOS. Chartwell and you do not intend to confer, and these TOS will not be construed as conferring, any right, remedy, obligation, or liability of any kind on any person other than Chartwell, you, and each party’s successors and assigns. No modification, alteration, or waiver of any of the provisions of these TOS will be effective unless in writing and signed on behalf of each of the parties. No waiver of any of these TOS shall be deemed a further or continuing waiver of such term or any other term, and Chartwell’s failure to assert any right or provision under these TOS shall not constitute a waiver of such right or provision. You agree that the Service shall be deemed solely based in Minneapolis, United States of America, and the Service shall be deemed a passive Service that does not give rise to personal jurisdiction over Chartwell in jurisdictions other than Minneapolis. These TOS are governed by United States and Delaware law, without regard to conflict of law provisions, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota, in relation to any dispute between them arising out of the subject matter of these TOS.

Last modified: December 18, 2023


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