TERMS OF SERVICE

(Updated: December 30, 2021)

This RENTCafé Portal Site is operated by the Los Angeles County Development Authority (the “LACDA”) to offer housing services to program applicants, tenants/participants, and owners/landlords.  This Site uses the RENTCafé technology platform, which is owned by Yardi Systems, Inc. (collectively, with its subsidiaries and affiliates, “Yardi”). To access Yardi’s Terms of Service of RENTCafé, please visit: https://resources.yardi.com/legal/rentcafe-terms-of-service/.

These Terms of Service (these “Terms” ) describe the LACDA, “(we,” “us,” or “our”) terms of service with respect to program applicants, tenants/participants, owners/landlords, and individuals and/or entities who access the RENTCafé website (collectively, the “Site”), and with respect to individuals and/or entities who access and/or use the Site (“Users,” “you,” or “your”).

IMPORTANT – PLEASE READ CAREFULLY. THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND US. THESE TERMS, ALONG WITH ANY OTHER TERMS THAT MAY BE POSTED ON THE SITE WITH RESPECT TO THE USE OF RENTCAFÉ SERVICES, AND ANY OTHER WRITTEN AGREEMENTS OR CONTRACTS BETWEEN YOU AND THE LACDA THAT INCORPORATE THESE TERMS BY REFERENCE, SET FORTH THE COMPLETE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS AND USE THE SITE AND THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR THE SERVICES.

1. YOUR ACCEPTANCE. BY USING THE SITE, YOU EXPRESSLY ACCEPT AND CONSENT TO THESE TERMS WITHOUT QUALIFICATION. THE LACDA MAY AMEND THESE TERMS FROM TIME TO TIME. SHOULD THESE TERMS BE MODIFIED IN ANY WAY, THE NEW TERMS WILL BE POSTED TO THIS WEBPAGE. BY USING THE SITE AFTER THE EFFECTIVE DATE OF ANY MODIFICATION TO THESE TERMS, YOU EXPRESSLY CONSENT, WITHOUT QUALIFICATION, TO THE MODIFIED TERMS.
2. ACCESS TO AND USE OF THE SITE.

2.1          We provide you with certain information and functionality through the Site. You are solely responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access.

2.2          The Site is operated for LACDA’s lawful purposes, including, without limitation, the purpose of providing housing services and/or information to program applicants, tenants/participants, and owners/landlords.  You agree to use the site only in a manner consistent with such LACDA purposes.

2.3.          We have the right, but not the obligation, to take any of the following actions without providing any prior notice to you: (a) change and/or terminate all or any part of the Site and/or the Services; (b) restrict and/or terminate your access to all or any part of the Site and/or the Services; or (c) refuse, move, and/or remove any content that is available on the Site and any material that you submit to the Site.

2.4          Subject to your compliance with these Terms, we hereby grant you permission to access and use the Site and the Services, provided that you shall not (and shall not allow any third-party to): (a) engage in commercial use of the Site or any content on the Site; (b) reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use any portion of the content offered on the Site for other than your own personal, non-commercial use; (c) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Services, or in or on any content or other material obtained via the Site or the Services; (d) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or the Services, including, but not limited to, for purposes of constructing or populating a searchable database of business or property reviews; (e) collect or harvest any information about other users or members (including usernames and/or email addresses) for any purpose; (f) reformat or frame any portion of the web pages that are part of the Site or the Services; (g) create user accounts by automated means or under false, misleading, or fraudulent pretenses; (h) create or transmit unwanted electronic communications, such as “spam”, to other users or members of the Site or the Services or otherwise interfere with other users’ or members’ enjoyment of the Site or the Services; (i) transmit any malware, spyware, viruses, worms, defects, Trojan horses, or other items of a destructive nature; (j) use the Site or the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including, without limitation,any material that may be deemed threatening or obscene; (k) copy or modify the HTML code used to generate web pages on the Site; (l) use any device, software, or procedure that interferes with the proper working of the Site or the Services, or otherwise attempt to interfere with the proper working of the Site or the Services; (m) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load or burden on our IT infrastructure; (n) modify, adapt, translate, or reverse engineer any portion of the Site or the Services; or (o) use the Site or the Services, intentionally or unintentionally, to violate any applicable international, national, federal, state, provincial, or local law or regulation, including, but not limited to, Fair Housing laws and regulations.

3. ADDITIONAL REQUIREMENTS. Certain aspects of the Services may be subject to additional requirements, guidelines, other technical and non-technical specifications, or other rules and/or policies in addition to those set forth in these Terms (the “Additional Requirements”). In the event of a conflict between the Additional Requirements and these Terms, the Additional Requirements shall take precedence.
4. MODIFICATIONS. The LACDA may modify or update these Terms from time to time, in their sole discretion, and reserves the right, at any time, to modify, suspend, or discontinue, temporarily or permanently, the Site, or any part thereof, or any or all of the Services, or any Site features, with or without notice, and without liability to you. You agree that the LACDA shall have no responsibility or liability for the failure of the Site and the deletion of other content maintained or transmitted by the Site. You further agree that the LACDA shall not be liable to you or to any third-party for any modification, suspension and/or discontinuance of the Site. Modifications to these Terms will be posted on the relevant area of the Site and will be effective immediately upon posting. You can review the most current version of these Terms at any time by clicking on the “Terms of Service” link located on webpages throughout the Site. You agree to review these Terms from time to time to ensure that you are updated as to any modifications. By continuing to use the Site or Services following any such modification, you accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES.
5. ACCOUNT REGISTRATION AND USE. In order to use certain features of the Site or the Services, you will have to register and create a password-protected account (“Your Account”) and/or submit property listings, lease agreements, rental terms, postings, messages, text, voice commands, images, photos, files, video, personal information, and other information, materials or documents (collectively, “Information and Materials”).

5.1          Your Account. You agree to: (a) provide true, accurate, current, and complete information, as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. We reserve the right to delete Your Account and to refuse any and all current or future use of the Site (or any portion thereof), without notice, if you are found to have misrepresented your age, identity, or any other information submitted in connection with Your Account, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete, or not current. You are responsible for maintaining the confidentiality of your password, your email address and Your Account, and you are fully responsible for all activities that occur under your password and Your Account. You agree to: (i) immediately notify the LACDA of any unauthorized use of your password or account, or any other breach of security, (ii) immediately change your password if you become aware that Your Account has been compromised, (iii) ensure that you fully exit from Your Account at the end of each session. You agree and acknowledge that you will not allow others to utilize Your Account and that you will not disclose your RENTCafé password to anyone. You will be solely responsible for safeguarding your password and also for any actions under your password and Account, whether authorized by you or not. If you lose control of your password, you may lose substantial control of your personal information and could potentially be subject to legally binding actions taken on your behalf. You further agree not to use anyone else’s password on the Site or attempt to gain access to the RENTCafé account of any other user. THE LACDA CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

5.2          Privacy Notice and Your Information and Material. By submitting Information and Materials and in order for us to provide you with the Services, you hereby consent to the LACDA’s use of your Information and Materials as described in the Privacy Notice, which is incorporated into these Terms by this reference. The Privacy Notice can be accessed by clicking on the “Privacy Notice” link, located on webpages throughout the Site. In the event of a conflict between the Privacy Notice and these Terms, the Privacy Notice shall take precedence. In addition, you hereby represent and warrant that your Information and Materials: (a) do not and will not, directly or indirectly, violate, infringe, or breach any duty toward, or rights of, any person or entity, including, without limitation, any Fair Housing, copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (b) are not fraudulent, misleading, hateful, tortious, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (c) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Site or the Services; (d) do not promote illegal or harmful activities; and (e) are not illegal, unlawful, or contrary to the international, national, federal, state, provincial, or local laws, or regulations applicable to the Information Materials where created, displayed or accessed.

5.3          Communications. Although the LACDA operates  a platform through the Site and the Services through which third-parties may communicate, the LACDA is not involved in those third-party communications and is not responsible or liable, under any circumstances, for the content of any third-party communications, or for any absence of communications by a third-party. The contents of such third-party communications are determined solely by the third-party responsible for the communications, and not LACDA. We are only responsible for the content of information issued directly by the LACDA, exclusive of any and all content of information issued by the LACDA’s service providers. You acknowledge and agree that you will address any issues or concerns about third-party communications with the responsible third-party by contacting said third-party directly and not the LACDA. The LACDA shall not become involved in any matters pertaining to third-party communications, except where the issue is solely attributable to a malfunction or error occurring on the Site or in connection with the Services.

6.          Electronic Signatures. If you choose to use the electronic signature execution functionality of RENTCafé, you understand, acknowledge, and agree, that you have carefully reviewed the disclosure relating to use of your electronic signature to execute documents and will not execute such documents with your electronic signature without providing your consent to use your electronic signature. You agree that you will rely on your own legal counsel to determine the sufficiency of the electronic signature execution of the documents and their enforceability and that Yardi, the LACDA, and the LACDA’s service providers, make no warranty or other representation with respect to the sufficiency of the electronic signature execution of the documents under applicable international, national, federal, state, provincial, or local laws, or regulations.

7.          YARDI AND LACDA’S RIGHTS. You acknowledge that Yardi and the LACDA have the right to investigate and prosecute violations of these Terms, including intellectual property, publicity and privacy rights infringement, and Site security issues, to the fullest extent of the law. Yardi and/or the LACDA may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Yardi,the LACDA, and the LACDA’s service providers have no obligation to monitor your access to, or your use of, the Site or the Services, but have the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms, or to comply with applicable law or an order or requirement of a court, administrative agency, or other governmental body.

8.          SITE CONTENT GENERALLY. It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, statements, representations, services, and other information provided through the Site. The LACDA does not endorse or represent the reliability, accuracy, or quality of any information, goods, services, or products displayed or advertised on the Site. The LACDA makes no representations or warranties, express or implied, with respect to the information provided on the Site.

9.1          Third Party Websites and Services. The Site may contain third-party websites, services, products, and/or resources. Access to such third-party websites, services, products, and/or resources are included solely for the convenience of Users, and do not constitute any endorsement or approval by the LACDA of the third-parties, anyone sponsoring these sites or their services, products, and/or resources, or the websites, services, products, and/or resources  themselves. The LACDA makes no representations or warranties, express or implied, with respect to the information provided on any third-party website, service, product, and/or resource which may be accessed from the Site, including, without limitation, any representations or warranties as to accuracy or completeness. Because the LACDA has no control over third-party websites, services, products, or resources, you acknowledge and agree that the LACDA is not responsible or liable for, and does not endorse, the availability, accuracy, completeness, or authenticity of information available through such websites, services, products, and/or resources, your use and/or your exchange of any information with such website services, products, and/or resources, or the content, statements, representations, advertising properties, or other materials available on such third-party websites, services, products, and/or resources. You acknowledge and agree that the LACDA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your use or reliance on any such content, information, goods, websites,  services, products, and/or resources, available on or through any such website, service, product, and/or resource. If you decide to access any such third-party websites, services, products, and/or resources,, or to transact with any such third-party for their services, products, properties, and/or resources , you do so entirely at your own risk. By leaving the Site, you may be subject to the terms and conditions and the privacy policies or other terms and conditions of such third-party websites. You acknowledge and understand that the LACDA does not provide legal, brokerage or other professional advice or services.

9.2          Google® Maps. The Site utilizes Google Maps and related content licensed to Yardi by Google and its licensors. By using the Google Maps features available on the Site, you are agreeing to be bound by the applicable Google Terms of Service.

11.          INDEMNITY. You agree to indemnify, defend and hold the LACDA and their respective officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and relevant third-parties including  service providers, licensors, licensees, consultants and contractors (collectively the “Indemnified Parties”) harmless from and against any claims, liabilities, losses, costs, damages, and/or expenses, including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (a) your negligence or misconduct; (b) your Information and Materials contributed to or submitted through the Site or the Services, including, without limitation, information associated with Your Account; (c) your conduct, including your use of the Site and the Services; (d) your connection to the Site; (e) any violation or breach of these Terms; (f) any violation or infringement of any intellectual property, privacy, publicity, confidentiality, or proprietary rights of any third-party, as a result of your use of the Site or Services; (g) your use of the electronic signature lease execution functionality of RENTCafé, including, without limitation, the sufficiency of an electronic signature or the enforceability of an electronically signed lease; or (h) your use of RENTCafé Resident Services voice activated commands via third –parties, including, but not limited to, Amazon Alexa and Echo services (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages, and/or expenses resulting from the foregoing to both a third party and to the Indemnified Parties. The LACDA shall have the right, in its sole discretion, to select its own legal counsel to defend themselves from any Claims (but by doing so, shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all of the LACDA’s reasonable attorneys’ fees incurred in connection therewith. You shall notify the LACDA immediately if you become aware of any actual or potential claims, suits, actions, allegations, or charges that could affect yours or the LACDA’s ability to fully perform its respective duties, or to exercise its rights under these Terms. You shall not, without the prior written approval of the LACDA, settle, dispose, or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for the LACDA.

12.1        YOUR USE OF THE SITE AND/OR THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES AND ALL OTHER MATERIALS, INFORMATION, AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. WITH RESPECT TO THE SITE AND INFORMATION AND MATERIAL IN THE SITE, THE LACDA EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING ,AND COURSE OF PERFORMANCE.

12.2          THE LACDA MAKES NO REPRESENTATION OR WARRANTY: (A) REGARDING THE SECURITY, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, AND PERFORMANCE OF THE SITE OR THE SERVICES; (B) REGARDING THE SERVICES, ADVICE, INFORMATION, OR LINKS OBTAINED THROUGH THE SITE; (C) THAT THE SITE OR THE SERVICES, OR ANY INFORMATION AND MATERIALS THEREIN, WILL MEET YOUR REQUIREMENTS; (D) THAT THE SITE OR THE SERVICES, OR ANY FUNCTIONS CONTAINED IN THE SITE, WILL BE ERROR-FREE, SECURE, TIMELY, OR UNINTERRUPTED; (E) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR INFORMATION AND MATERIALS THEREIN WILL BE ACCURATE, RELIABLE, OR AVAILABLE; (F) THAT ANY ERRORS IN THE SITE OR INFORMATION OR MATERIALS THEREIN WILL BE CORRECTED; OR (G) THAT THE SITE AND ITS CONTENTS AND SERVER THAT MAKES THE SITE AVAILABLE, ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS.

12.3           ANY MATERIAL, INFORMATION,  OR SERVICES ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OR DOWNLOAD OF ANY SUCH MATERIAL.

12.4           NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE LACDA, OR FROM YOUR USE OF THE SITE OR SERVICES, SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12.5          SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN REPRESENTATIONS OR WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13.          LIMITATION OF LIABILITY.

13.1        THE LACDA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES, AND RELEVANT THIRD –PARTIES, INCLUDING  SERVICE PROVIDERS, LICENSORS, LICENSEES, CONSULTANTS, AND CONTRACTORS (COLLECTIVELY THE “PARTIES”), WILL NOT BE LIABLE FOR:

1. ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS, OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR ACCESS AND USE OF OR INABILITY TO ACCESS OR USE THE SITE, AND/OR ANY RENTCAFé SERVICE, ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE INDEMNIFIED PARTIES, OR ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
2. THE CONTENTS OF ANY COMMUNICATION, MESSAGE, OR INFORMATION POSTED BY YOU OR OTHER THIRD-PARTIES;
3. THE CONTENT, SERVICES, OR INFORMATION PROVIDED BY ANY WEBSITE PURPORTING TO BE OPERATED BY THE LACDA OR THEIR AFFILIATES, BUT NOT ACTUALLY AFFILIATED WITH, CONTROLLED, OWNED, OR OPERATED BY THE LACDA;
4. THE CONTENT OF ANY WEBSITE NOT CONTROLLED, OWNED, OR OPERATED BY THE LACDA THAT IS ACCESSED FROM OR LINKED TO THIS SITE; AND/OR
5. ANY DAMAGES OR INJURY CAUSED BY, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE.

13.2 You acknowledge that the limitations set forth above are an essential basis of the bargain and of the allocation of risks between the parties. Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. If you are dissatisfied with any portion of the Site, or with any of these Terms, your sole and exclusive remedy is to discontinue use of the Site and Services.

14. TERMINATION. You agree that the LACDA, in its sole discretion and with or without notice, may terminate your use of the Site or any part thereof, or any or all of the Services, for any reason, including, without limitation, for lack of use by you or if the LACDA believes that you have violated or acted inconsistently with the letter or spirit of these Terms. The LACDA may also, in its sole discretion and at any time, discontinue providing the Site, or any part thereof, or any or all of the Services, with or without notice. You agree that any termination of your access to the Site, under any provision of these Terms, may be effected without prior notice, and you further acknowledge and agree that the LACDA may immediately bar any further access to the Site. Further, you agree that the LACDA shall not be liable to you or any third-party for any termination of your access to the Site or the Services.

15.            CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES.  By using the Site, you agree that the transactions described and/or anticipated herein may be conducted by electronic means and you further agree that all documents related to such transactions may be stored by electronic means.  Copies, telecopies, facsimiles, electronic files, and other reproductions of original, executed documents shall be deemed to be authentic and valid counterparts of such original documents, for all lawful purposes.

16.            PAPER FORMS. The LACDA may collect information on paper forms as part of providing its services.  These forms may request and/or contain Personal Information.  Such information will be requested, disclosed, handled, and stored pursuant to the terms of the Privacy Notice referenced herein, and in accordance with the law.17.     AUTHORITY. You hereby represent and warrant to the LACDA that: (a) you have all the requisite power and authority, corporate or otherwise, to enter into the binding contract created by these Terms, conduct yourself and your business and to execute, deliver, and perform all of your obligations under these Terms; (b) you have the right to submit and use your Information and Materials in the manner you have done so, to or through the Site and/or through Your Account; (c) your performance under these Terms and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which you are currently bound or will become bound in the future; and (d) your performance under these Terms will comply with all applicable laws, rules, and regulations (including, without limitation, export control, privacy, and obscenity laws), both domestic or foreign.

18.            AGENTS AND DELEGATIONS. No party to these Terms is an agent, representative, or partner of the other party. No party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other party. These Terms shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the parties, or to impose any liability attributable to such a relationship, upon any party.

19.            ASSIGNMENT. You may not assign or transfer these Terms, in whole or in part, without the prior written consent of the LACDA, which may be granted or withheld by the LACDA, in its sole discretion. Any attempted assignment in violation of this Section will be null and void and of no force or effect. The LACDA may assign these Terms freely, at any time, without notice. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s permitted successors and assigns.

20.            WAIVER. The failure to exercise or enforce any right or provision shall not affect the LACDA’s rights to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default, or a waiver of the breached provision itself.

21.            GOVERNING LAW AND VENUE. For all legal proceedings arising out of use of the Site and/or relating to these Terms, these Terms and the relationship between you and the LACDA shall, irrespective of any choice of laws rules, be governed by and construed in accordance with the laws of the State of California. You and the LACDA hereby irrevocably and unconditionally submit to the jurisdiction of courts located in the County of Los Angeles (California) or the court of competent jurisdiction closest thereto if no court of competent jurisdiction resides therein, and the parties consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. You and the LACDA irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any proceeding brought in any such court, or any claim that a legal proceeding commenced in such court has been brought in an inconvenient forum.

22.            ENTIRE AGREEMENT. These Terms, the terms incorporated herein, including, without limitation, the Privacy Notice referenced herein, and any other terms agreed to in writing by the parties, or by way of your use of the Site or the Services, shall constitute the entire and exclusive understanding and agreement between you and the LACDA regarding this subject matter and shall supersede any and all prior or contemporaneous representations or understandings relating to this subject matter.

23.            SEVERABILITY. If any portion of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision(s), and notwithstanding such finding, the remaining provisions of these Terms shall remain in full force and effect.