CFALA's General Terms & Conditions

1. Introduction and Scope

1.1 Application

These General Terms apply to any person or entity who interacts with CFALA, including without limitation: Members; event attendees (including non-member guests and walk-ins); sponsors; speakers; vendors; invitees; contractors; scholarship recipients; volunteers; and any other person or entity engaging with CFALA in any capacity (each, a “User”). By engaging with CFALA in any of these capacities, the User accepts and agrees to be bound by these General Terms and any specific policies and agreements related to such engagement.

1.2 Relationship to Bylaws and Other Governing Documents

These General Terms may limit, modify, and supersede any right of a member of CFALA under the CFALA Bylaws and under the California Nonprofit Mutual Benefit Corporation Law. To the extent of any conflict between these General Terms and the CFALA Bylaws, the Bylaws control. To the extent of any conflict between these General Terms and the applicable California nonprofit law, to the extent not allowed by the applicable California nonprofit laws, the applicable California nonprofit laws control. These General Terms also do not modify or supersede the CFA Institute Code of Ethics, Standards of Professional Conduct, or other CFA Institute governing documents, which are governed by CFA Institute and apply independently to those who are subject to them.

1.3 Acceptance

By engaging with CFALA, including by registering for, and attending, any program or event, paying dues, accepting sponsorship or speaker arrangements, providing goods or services, accepting any benefit from CFALA, or otherwise interacting with CFALA, the User acknowledges that the User has read, understood, and agreed to these General Terms.

1.4 Modifications

CFALA may modify these General Terms from time to time in its sole and absolute discretion without notice. The current version will be posted on the CFALA website. Modifications take effect upon posting and apply to all conduct, claims, and matters arising on or after the effective date of the modification, regardless of when the User first became a User, and a User is subject to them upon such modification as stated herein. CFALA need not provide any notice of changes to a User, and the effectiveness of any modification does not depend on any notice. A User’s continued engagement with CFALA after the effective date of a modification constitutes acceptance of the modified General Terms. A User will be deemed to have agreed to any such modifications by their continued membership to CFALA and attendance of any CFALA Event or program after any such modification is posted. It is the User’s sole responsibility to review these General Terms, and therefore important that User review these General Terms regularly to ensure User is updated as to any changes, and CFALA is not responsible for a User’s failure to review the most recent General Terms.

2. Definitions

In these General Terms, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined in context.

• “CFALA” means CFA Society Los Angeles, Incorporated, a California nonprofit mutual benefit corporation.
• “Event” means any program, meeting, conference, networking function, educational session, gathering of any type, or other activity organized, hosted, co-hosted, or sponsored by CFALA, whether conducted in person or virtually.
• “Member” means any person who has been admitted to membership in CFALA in accordance with the CFALA Bylaws, regardless of membership class.
• “Society Parties” means CFALA and its officers, directors, governors, employees, volunteers, agents, contractors, and representatives.
• “User” has the meaning set forth in Section 1.1.
• “User Content” means any content, materials, communications, or information submitted, posted, transmitted, or otherwise made available by a User in connection with any CFALA program, Event, platform, or activity.

3. Intellectual Property

3.1 CFALA Intellectual Property

All content, materials, and other intellectual property created by, for, or on behalf of CFALA — including without limitation, educational materials, recorded sessions, videos, audio recordings, pictures, images, social media postings, publications, research, articles, presentations, member directories, websites, software, databases, the CFALA name, logo, and other marks — are and remain the exclusive property of CFALA or its licensors. Users are granted a limited, revocable, non-exclusive, non-transferable license to access and use CFALA materials solely for their personal or professional purposes as contemplated by CFALA’s programs. Users may not redistribute, publish, republish, transmit, retransmit, reproduce, sell, use for any personal or business gain (whether financial, or otherwise), license, augment, remove, delete, add to, participate in the transfer or sale of, created derivative works from, exploit in any way any such information or materials or otherwise make available, in whole or in part, any CFALA materials to any third party without the express prior written consent of CFALA, which consent shall be in CFALA’s sole and absolute discretion. All rights not expressly granted are reserved by CFALA.

3.2 User Content License

By submitting, posting, transmitting, or otherwise making User Content available in connection with, or on or through, any CFALA program, Event, platform, or activity — including without limitation questions submitted during Events and programs, chat messages, social media posts using CFALA hashtags or tags, recorded comments, photographs, conference submissions, or content submitted to CFALA publications, website, and on or through CFALA accounts and platforms, including but not limited to, social media, and similar such platforms — the User grants CFALA a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, licensable, transferable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display the User Content in any media now known or later developed, for any purpose related to CFALA’s activities. The User represents and warrants that the User has all rights necessary to grant this license, and User will indemnify, defend, and hold CFALA harmless from any and all costs and expenses, including, but not limited to, attorneys’ fees and expenses, and expert and professional fees and expenses, if such representation and warranty by User regarding its ability to grant such license, or ability to use any User Content, is incorrect.

3.3 Consent to Photography and Recordings.

By registering for, or attending, an Event, program, gathering, or CFALA function, you consent to CFALA and its authorized partners, agents, and nominees, recording, photographing, and using your name, image, likeness, and voice for organizational purposes, including, but not limited to, publications, advertisements, marketing, digital distribution, print distribution, promotional activities, social media, and other mediums of communication and distribution, including such mediums created in the future.

3.4 Recording, Screenshots, and Promotional Activity.

Recording, transmitting, reproducing, or screenshotting any sessions, presentations, Event, program, question and answers, chats, or other Event content is prohibited unless expressly authorized in writing by CFALA staff. Speaker presentation materials and User submitted content, including, but not limited to, questions, chat messages, and postings during an Event or program, must not contain promotional materials, special offers, job offers, product announcements, or solicitations, except as expressly authorized in writing by CFALA in advance, in CFALA’s sole and absolute discretion. Direct selling of products or services in public areas, whether virtual or in-person, may be restricted or removed, and is strictly prohibited.

4. Disclaimers and Risk Allocation

4.1 No Investment, Legal, Tax, or Other Professional Advice

CFALA is an educational and professional society. Nothing CFALA, any speaker at any Event or program, or any contributor to any CFALA publication, or included or provided on any CFALA website or platform, or program says or publishes constitutes investment, legal, tax, accounting, or other professional advice, and no User should construe it as such. Information presented through CFALA is for general educational and informational purposes only. Users are solely responsible for their own decisions and should consult their own qualified professional advisors regarding their specific circumstances. CFALA does not recommend any security, investment, strategy, product, or service or provide tax, legal, accounting, or other professional services or advice and expressly disclaims providing such services, advice, and information.

4.2 No Warranties

All CFALA programs, Events, content, materials, information, and services are provided “as is” and “as available,” without representations or warranties of any kind, whether express or implied. To the fullest extent permitted by law, CFALA disclaims all representations and warranties, including without limitation any implied warranty of merchantability, fitness for a particular purpose, accuracy, completeness, currency, non-infringement, or uninterrupted or error-free operation. CFALA does not represent or warrant that any program or Event will meet any User’s expectations or requirements or that any or all information provided at any program or Event is always accurate and correct.

4.3 Third-Party Content and Speakers

Views, opinions, statements, and other content expressed by speakers, panelists, sponsors, vendors, and other third parties at CFALA Events or in CFALA publications, websites, social media, and other CFALA platforms, are those of the third party and do not necessarily reflect the views of CFALA. CFALA does not endorse and is not responsible for any third-party content, products, services, statements, or actions, even where presented or featured by CFALA. Sponsors are solely responsible for their own content, products, and services.

4.4 Assumption of Risk

Users acknowledge that participation in CFALA Events and activities — particularly those held in person — involves inherent risks, including without limitation, risks of personal injury, illness (including, but not limited to, communicable disease), exposure to items a User may be allergic to, property loss or damage, bodily harm, serious bodily harm, death, interactions with other attendees and third parties, travel, and food and beverage service. By attending or participating in any CFALA Event or activity, the User knowingly and voluntarily assumes all such risks and attends at their own risk.

4.5 Event Cancellation

If CFALA cancels an Event or program for any reason, CFALA may, in its sole and absolute discretion, offer credit toward a future Event or program in lieu of a cash refund, which CFALA will do no later than thirty (30) days after cancellation of such Event or program. CFALA is and shall not be responsible or liable for, and the User hereby releases, discharges, and waives any and all claims against CFALA and the Society Parties for any and all other costs, expenses, or losses incurred or to be incurred by the User arising from, in connection with, and related to the cancellation of an Event or program, including without limitation, travel, lodging, transportation, ticketing, parking, lost income, lost revenue, lost opportunities, registration with third parties, and other incidental and consequential costs and expenses. This Section applies to any and all Event and program cancellations for any reasons, or no reason.

5. Indemnification by User

To the fullest extent permitted by law, each User agrees to indemnify, defend, and hold harmless the Society Parties from and against any and all third-party claims, actions, proceedings, damages, losses, costs, and expenses (including attorneys’ fees and costs) to the extent arising out of, in connection with, or relating to: (a) the User’s own willful misconduct and negligence; (b) the User’s violation of applicable law; (c) the User’s breach of these General Terms or any other CFALA policy or agreement; or (d) the User’s infringement of, or unlawful or unauthorized use of, any third-party intellectual property, privacy, information, product, content, or other right. This indemnification does not apply to any claim to the extent arising out of the gross negligence or willful misconduct of any Society party. User shall not settle any claim that imposes any obligation or admission against any Society Party without the Society Party’s prior written consent, which consent shall be in the Society Party’s sole and absolute discretion. Any counsel chosen to defend such action shall be approved by the respective Society Party.

6. Limitation of Liability

6.1 Disclaimer of Certain Damages

To the fullest extent permitted by law, in no event shall any Society Party be liable to any User for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for lost profits, lost revenue, lost data, lost goodwill, business interruption, or substitute goods or services, arising out of, in connection with, or relating to these General Terms, any CFALA program, Event, or activity, or the User’s engagement with CFALA, regardless of the legal theory (whether contract, tort, statute, at law, in equity, or otherwise) and regardless of whether User and CFALA were advised of the possibility of such damages.

6.2 Aggregate Liability Cap

To the fullest extent permitted by law, the aggregate liability of any Society Party to any User for any and all claims arising out of or relating to these General Terms, any CFALA program, Event, or activity, or the User’s engagement with CFALA shall not exceed:

• for any User who is a Member at the time the claim accrues: the total fees, dues, and other amounts paid by that Member to CFALA in the twelve (12) months immediately preceding the date on which the claim arose; and
• for any other User: the greater of one hundred U.S. dollars ($100) or the fee to attend such Event, program, or activity.

6.3 Essential Element

The User acknowledges, confirms, and agrees, and as a material inducement to CFALA, that the disclaimers and limitations of liability in this Section 6 are an essential element of the bargain between the User and CFALA, that CFALA would not provide its programs, Events, and services without these terms and limitations, and that these terms and limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

7. Dispute Resolution

PLEASE READ THIS SECTION 7 CAREFULLY. IT REQUIRES BINDING INDIVIDUAL ARBITRATION OF DISPUTES AND LIMITS YOUR RIGHT TO BRING CLAIMS IN COURT OR AS PART OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

7.1 Scope

Any dispute, claim, or controversy arising out of, in connection with, or relating to these General Terms, any other CFALA policy or agreement, the User’s engagement with CFALA, or any CFALA program, Event, or activity, or on or through any CFALA platform or media (each, a “Dispute”) shall be resolved exclusively in accordance with this Section 7.

7.2 Informal Resolution

Before initiating any formal proceeding, the party raising the Dispute shall provide written notice to the other party describing in reasonable detail the nature of the Dispute, the relevant facts, and the relief sought. Notice to CFALA shall be sent to info@cfala.org and also by certified mail, return receipt requested, attention President, to CFALA’s principal office. The failure of a User to also send a notice to CFALA by certified mail, return receipt requested, to CFALA’s principal office after an email notice is sent, shall render any notice sent via email to CFALA invalid and not properly noticed. Notice to a User shall be sent to the email address on file with CFALA. The parties shall attempt in good faith to resolve the Dispute through informal discussion, including at least one live conversation by telephone or video conference, within thirty (30) days after such notice is given. No party may initiate mediation or arbitration until this informal resolution process is complete or the 30-day period has expired without resolution.

7.3 Mediation

If the Dispute is not resolved through informal discussion, the parties shall attempt to resolve the Dispute through confidential mediation administered by JAMS (“JAMS”), or another mediator mutually agreed by the parties, conducted in Los Angeles County, California. The parties shall share the mediator’s fees equally. Mediation shall be completed within sixty (60) days after either party’s written request to mediate, unless extended by mutual agreement. If mediation cannot be completed or scheduled within such sixty (60) day period then either party may move forward with commencing arbitration.

7.4 Binding Arbitration

If the Dispute is not resolved through mediation, it shall be resolved by final and binding individual arbitration administered by JAMS under its then-prevailing Streamlined Arbitration Rules and Procedures and, upon request of any party to the Dispute, in accordance with the Expedited Procedures in those Rules, including Rules 16.1 and 16.2. Each party shall pay half of the arbitrator’s fees. The arbitration shall be conducted in Los Angeles County, California, before a single arbitrator mutually agreed upon by the parties. If the parties cannot mutually agreed upon an arbitrator within thirty (30) days, then each party shall select an arbitrator and the arbitrators selected by each respective party shall then agree, by majority agreement, on the arbitrator. The arbitrator shall have authority to award any remedy available in court, including injunctive relief and shall award attorneys’ fees and costs to the prevailing party. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction and shall include an award of attorneys’ fees and the non-prevailing party shall pay the arbitrator’s fees and expenses. Each party also agrees to accept service of process for all arbitration proceedings in accordance with JAMS’ rules. Notwithstanding JAMS’ rules then in effect, the parties to these General Terms hereby specifically consent to, and agree to participate in, remote arbitration proceedings, using customary videoconferencing software. The arbitrator selected in accordance with this Section is hereby empowered to compel each party to these General Terms to participate in such remote proceedings, and to conduct an arbitration notwithstanding a party’s refusal to participate. The arbitrator shall have exclusive authority to resolve any question concerning the scope of this arbitration agreement, including whether a particular Dispute falls within its scope. The User acknowledges, confirms, and agrees, and as a material inducement to CFALA, that the requirement to arbitrate in this Section 7 is an essential element of the bargain between the User and CFALA, that CFALA would not provide its programs, Events, and services without the requirement to arbitrate, and that this arbitration requirement shall apply notwithstanding the failure of the essential purpose of any limited remedy.

7.5 Injunctive and Provisional Relief

Notwithstanding the foregoing, either party may seek temporary, preliminary, or other provisional injunctive relief in a court of competent jurisdiction in Los Angeles County, California, to prevent imminent harm, including without limitation to enforce intellectual property rights, protect confidential information, or enjoin a threatened breach of these General Terms. Seeking such relief shall not constitute a waiver of any right to arbitrate the underlying Dispute.

7.6 Individual Basis Only; Class Action Waiver

All Disputes shall be resolved on an individual basis. The User agrees that it will not bring or participate in any class, collective, consolidated, or representative action against CFALA, or any Society Party, and the arbitrator shall have no authority to consolidate claims or to preside over any form of class, collective, or representative proceeding. If this Section is found unenforceable as to any particular claim or request for relief, that claim or request for relief (and only that claim or request for relief) shall be severed from arbitration and decided in a court of competent jurisdiction in Los Angeles County, California; the remainder of this Section 7 shall remain in full force and effect.

7.7 Sexual Assault and Sexual Harassment Carve-Out

Notwithstanding any other provision of these General Terms, pursuant to the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. §§ 401–402), a User asserting such a claim solely for sexual assault and sexual harassment may bring a claim solely for sexual assault and sexual harassment in arbitration under this Section 7 or in a court of competent jurisdiction, at the User’s election; provided, however, if User brings such a claim in a court of competent jurisdiction, the applicable Society Party has the ability to seek a decision from the court to determine if such claim is indeed exempt from the forced arbitration requirement before such claim proceeds. To the extent any claim is not solely for sexual assault or sexual harassment and is exempt from the election of a User to bring such claim in a court of competent jurisdiction or arbitration, the User must pursue such claim in accordance with this Section 7, specifically, the requirement to pursue such claim in arbitration.

7.8 One-Year Limitations Period

Any claim or Dispute must be filed within one (1) year after the date the User knew or, with the exercise of reasonable diligence, should have known of the facts giving rise to the claim, or it shall be permanently barred. This limitation period does not apply to any claim that applicable law prohibits from being shortened by contract, in which case the shortest period permitted by applicable law shall apply. The User acknowledges, confirms, and agrees, and as a material inducement to CFALA, and any Society Party, that the one-year limitation period in this Section is an essential element of the bargain between the User and CFALA, and that CFALA would not provide its programs, Events, and services without this one-year limitation period, and that this one-year limitation period shall apply notwithstanding the failure of the essential purpose of any limited remedy.

7.9 Governing Law

These General Terms, and any Dispute, claim, action, or proceeding, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The Federal Arbitration Act governs the interpretation and enforcement of this Section 7. The exclusive venue for any judicial proceeding permitted under these General Terms (including small claims actions, injunctive relief proceedings, and any proceeding to confirm or vacate an arbitration award) shall be the state and federal courts located in Los Angeles County, California, and each party consents to the personal jurisdiction of such courts; agree not to disturb such choice of forum (including waiving any argument that venue in any such forum is not convenient); agree that any litigation initiated by any party hereto in connection with these General Terms may be venued in either the state or federal courts located in Los Angeles County, California; agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; and waive the personal service of any and all process upon them and consent that all such service of process may be made by certified or registered mail, return receipt requested, addressed to User at the address provided to CFALA and if to CFALA, to the address listed on its website as its principal office.

7. 10 WAIVER OF JURY TRIAL.

USER WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THESE GENERAL TERMS OR ANY GOVERNING DOCUMENT OF CFALA. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY USER, AND USER ACKNOWLEDGES THAT NEITHER CFALA NOR ANY PERSON ACTING ON BEHALF OF CFALA HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. USER FURTHER ACKNOWLEDGES THAT IN AGREEING TO THESE GENERAL TERMS AND IN THE MAKING OF THIS WAIVER IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL TO THEIR SATISFACTION AND UNDERSTANDING. USER FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AGREES AND CONSENTS TO THE SAME.

8. General Provisions

8.1 Notices

All notices required or permitted under these General Terms shall be in writing as allowed herein, where notice sent via email only to a User shall be deemed acceptable. Notices to CFALA shall be sent to info@cfala.org, and must also be sent by certified mail, return receipt requested, to CFALA’s principal office address as posted on the CFALA website, attention President. The failure of a User to also send a notice to CFALA by certified mail, return receipt requested, to CFALA’s principal office, attention President, after an email notice is sent, shall render any notice sent via email to CFALA invalid and not properly noticed. Notices to a User shall be sent by email to the email address on file with CFALA, which shall be deemed received on the date sent absent indication of non-delivery. It is the User’s responsibility to keep its contact information current.

8.2 Electronic Signatures and Consents

The User acknowledges and agrees that clicking “I agree,” registering for any program or Event, attending any Event, program, or gathering, submitting any form, paying any fee, or otherwise engaging with CFALA through electronic means, in person, or otherwise, constitutes the User’s electronic signature and binding acceptance of these General Terms and any other applicable CFALA policy or agreement. Such electronic signatures and acceptances, or original signatures transmitted electronically, have the same legal effect as a handwritten signature.

8.3 Construction

Headings and captions in these General Terms are inserted for convenience only and shall not affect the construction or interpretation of any provision. References to any gender include all genders, and references in the singular include the plural and vice versa, as the context may require. The terms “include,” “includes,” “including,” and “such as” shall be deemed to be followed by “without limitation.” In the interest of brevity, these General Terms may omit articles such as “the,” “a,” and “an,” and the absence of an article in one provision and its presence in another shall not affect interpretation. Time is of the essence with respect to the performance of all obligations to be performed, undertaken, or observed by the parties hereto.

8.4 Severability

If any provision of these General Terms is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable as applied to a party or to any circumstance, the provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ intent to the maximum extent possible. If the provision cannot be so modified, it shall be severed, and the remainder of these General Terms shall continue in full force and effect.

8.5 Binding Effect and Assignment

These General Terms bind and inure to the benefit of the parties and their respective heirs, nominees, legal representatives, successors and permitted assigns. The User may not assign these General Terms or any rights or obligations hereunder without CFALA’s prior written consent, which consent CFALA may grant or withhold in its sole and absolute discretion. CFALA may assign these General Terms and its rights and obligations hereunder, in whole or in part, at any time without notice to, or consent of, the User.

8.6 Further Acts

The User shall execute and deliver such further instruments, documents, and papers, and shall perform such acts, as CFALA may reasonably request in order to give effect to these General Terms.

8.7 No Waiver

No failure or delay by CFALA in exercising any right, power, or privilege under these General Terms shall operate as a waiver of that right, power, or privilege or of any other right or remedy. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise of it or the exercise of any other right, power, or privilege. Any waiver must be in writing signed by an authorized representative of CFALA to be effective and is only valid for the instance and in the circumstances particularly specified therein. The waiver by CFALA of a breach or default of any provision of these General Terms shall not operate or be construed as a waiver of any subsequent breach or default or any other provision. CFALA’s failure either to insist upon its, or any other party’s, strict performance of, and adherence to, any provision of these General Terms or to exercise any of CFALA’s rights or remedies under these General Terms, or at law or in equity, shall not constitute a waiver of any default by CFALA or any other party or of any right or remedy of the non-defaulting party.

8.8 Entire Agreement

These General Terms, together with the CFALA Bylaws, the CFA Institute Code of Ethics and Standards of Professional Conduct (as applicable to Users subject to them), the CFALA Privacy Policy, and any specific CFALA policy or agreement applicable to the User’s particular engagement with CFALA (such as event terms, sponsorship agreements, or speaker agreements), and any additional governing rules, document, policy, procedure, or similar type of document or instrument hereafter created and/or enacted, all as amended from time to time, constitute the entire agreement between the User and CFALA with respect to the subject matter hereof, and supersede all prior or contemporaneous oral or written communications, representations, or agreements regarding such subject matter.

8.9 Survival

The following provisions survive any termination or expiration of the User’s engagement with CFALA: Section 3 (Intellectual Property); Section 4 (Disclaimers and Risk Allocation); Section 5 (Indemnification); Section 6 (Limitation of Liability); Section 7 (Dispute Resolution); and this Section 8 (General Provisions), together with any other provision that by its nature is intended to survive.

8.10 Relationship of the Parties

Nothing in these General Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between CFALA and any User. Neither party has any authority to bind the other or to create any obligation on behalf of the other.

8.11 Attorneys’ Fees.

If an action (including arbitration or meditation) is brought to interpret or enforce any of the terms of these General Terms or any other governing document, or governing policy, or respective agreement, all as amended from time to time, or because of a party’s breach of any provision of these General Terms, or any other governing document, or governing policy, or respective agreement, the losing party shall pay, in addition to any award granted, the prevailing party’s reasonable attorneys’ fees, costs and expenses, mediation and arbitration costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. In addition to the foregoing award of attorneys’ fees, the prevailing party shall be entitled to its reasonable attorneys’ fees incurred in any post judgment proceeding to enforce any judgment in connection with these General Terms or any other governing document, or governing policy, as amended, and any costs related to any appeal. This paragraph is separate and several and shall not merge into any judgment. The provisions of this Section shall survive any termination of these General Terms and any other governing document, or governing policy, or respective agreement.

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