Terms of Use - Ohana Real Estate Investors

Last Updated: March 12, 2025

These Terms of Use (“Agreement”) constitute an agreement between you and Ohana Real Estate Investors LLC and its affiliates, including OREI Advisors LP (collectively, “Ohana, “we”, “our”, or “us”) concerning your access and use of our website at www.ohanare.com and any other digital property where this Agreement is posted (“Site”).

1. Arbitration Notice

YOU AGREE THAT DISPUTES BETWEEN YOU AND US CONCERNING YOUR ACCESS TO AND USE OF THE SITE WILL BE RESOLVED PURSUANT TO THE DISPUTE RESOLUTION PROCESS OUTLINED IN SECTION 15 BELOW, WHICH MAY INCLUDE INDIVIDUAL BINDING ARBITRATION. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR MORE DETAILS ON THIS PROCESS, AND HOW YOU CAN OPT-OUT OF ARBITRATION, SEE SECTION 15 BELOW.

2. Purpose of the Site; Not Investment Advice; No Recommendations

The information presented on or through the Site is made available solely for informational purposes in relation to Ohana and its real estate debt financing, equity acquisition and preferred equity / strategic capital structuring capabilities for prospective portfolio investments and related real estate services. Ohana does not warrant the accuracy, completeness, or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk. Ohana disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

This Site is not intended to provide legal, business, tax, accounting, investment, or other advice. You agree not to construe any of the content on the Site as legal, business, tax, accounting, investment, or other advice. You agree that the content provided in connection with the Site does not, and shall not be deemed to, constitute an offer to sell, or a solicitation to any person to buy, any security or other investment. You understand that none of the content constitutes a recommendation that you or any other person purchase, sell or hold any security, real estate, real estate-related security, investment product or other investment, or that you should pursue any investment strategy, and the content is not to be relied upon for the purpose of making investment or other decisions. In addition, you understand and agree that all content provided in connection with the Site is published without consideration of your individual circumstances, financial, or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including, the evaluation of any investment or other risks, with respect to any of the content provided in connection with the Site. You agree to consult your own professional advisors as to any legal, business, tax, accounting, financial, or other advice regarding any content provided in connection with the Site.

3. Website Information

The information and capabilities described on this Site include those of OREI Advisors and affiliates of OREI Advisors (e.g., Ohana Real Estate Services LLC, Ohana Real Estate Investors, LLC and Ohana Realty Corp. (the “Ohana Entities”)). References made to “Ohana” and “Ohana Real Estate Investors” on this Site, refer to, as the context may require, OREI Advisors, the SEC-registered investment advisory business founded in 2016, and the Ohana Entities that were originally founded beginning in 2009 to oversee and provide contractual (non-investment advisory) hotel asset management or operational management services, development oversight, disposition strategy & execution, marketing and residential brokerage services and/or administrative services (including accounting, financial or other similar services). Data on this website, including managed assets and employees, includes data across the Ohana platform, and is not specific to OREI Advisors. OREI Advisors and the Ohana Entities have separate employees, offices and functions. Ohana Entities do not provide investment advisory services, including purchase or sale decisions, and have not historically done so. Please see the Form ADV of OREI Advisors, available at https://adviserinfo.sec.gov, for regulatory assets under management and number of employees of OREI Advisors.

4. Real Estate Services Group

Certain of Ohana’s general partner and management company affiliates, including OREI Advisors, may retain operating professionals employed or retained by affiliates of OREI Advisors (including Ohana Real Estate Services LLC, Ohana Real Estate Investors, LLC, and Ohana Realty Corp.) or OREI Advisors (including OREI Advisors or its personnel to the extent that they are used to provide hotel asset management or operational management services, development, sales, marketing and residential brokerage services and/or administrative services (including accounting, financial or other similar services)) (such operating professionals, collectively, the “Real Estate Services Group”) to provide services with respect to portfolio investments (including hotel asset management or operational management, development, sales, marketing and residential brokerage services and/or administrative services (including accounting, financial and other similar services)) (“Services”). The Services generally are performed by employees of Ohana Real Estate Services LLC and/or Ohana Realty Corp., who generally are not employees of OREI Advisors; however, from time-to-time certain employees of OREI Advisors may also provide such Services to portfolio investments directly or indirectly through the Real Estate Services Group. The compensation of the Real Estate Services Group members and OREI Advisors employees performing Services is indirectly borne by investors and does not offset any management fees.

Additionally, the capabilities described on the Site include those of OREI Advisors and the Real Estate Services Group. Certain members of the “Specialized Operations” teams perform Services such as development, residential brokerage, sales and marketing, respectively. Members of such teams generally are employees of affiliates of OREI Advisors and part of the Real Estate Services Group, and not employees of OREI Advisors. Also, in addition to the general investment, finance and administrative services provided to OREI Advisors, certain employees of OREI Advisors, who are members of the “Investments” and/or “Specialized Operations” teams, may separately provide Services such as hotel asset management or operational management services and/or administrative services (including accounting, financial or other similar services) to the Real Estate Services Group. OREI Advisors is sometimes generally referred to, together with the Real Estate Services Group, as “Ohana Real Estate Investors.”

5. Regulatory Disclosures

OREI Advisors does not solicit or make its investment advisory services available to the public. The Content provided on or through the Site may include information regarding past and/or present portfolio investments managed by OREI Advisors, its affiliates and/or personnel. It should not be assumed that investments made in the future will be comparable in quality or performance to the investments described herein. Further, references to past and present portfolio investments should not be construed as a recommendation of any particular investment or security. Current and previous portfolio investments listed on the Site are not to be considered a complete list of all investments historically made by OREI Advisors. The portfolio investments listed should not be assumed to have been profitable. Any past performance information on the Site is not necessarily indicative, or a guarantee, of future results.

Certain information contained on this Site constitutes “forward-looking statements.” All forward-looking statements represent only the intent and belief of OREI Advisors as of the date such statements were made. None of OREI Advisors or any of its affiliates (i) assumes any responsibility for the accuracy and completeness of any forward-looking statements or (ii) undertakes any obligation to disseminate any updates or revisions to any forward-looking statement contained on the Site to reflect any change in their expectation with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements.

OREI Advisors is registered with the U.S. Securities and Exchange Commission as an investment adviser. However, such registration does not imply a certain level of skill or training.

6. Eligibility

By accessing and/or using the Site, you represent you are at least 18 years of age, or the age of consent in the jurisdiction in which you access and/or use the Site. Our Site is not directed to or to be used by persons under the age of 18 or otherwise below the applicable legal age of majority. By using the Site, you represent and warrant that: (i) you may form a binding contract with us; (ii) you are not a person who is barred from using the Site under the laws of the United States or any other applicable jurisdiction (i.e., you do not appear on the U.S. Treasury Department list of Specially Designated Nationals or face any other similar prohibition); and (iii) you will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.

7. Changes to Terms

Ohana reserves the right, in its sole discretion, to amend this Agreement, at any time. By continuing to use the Site after we have posted an updated version of this Agreement, you are affirming that you agree to be bound by the amended Agreement, unless otherwise prohibited by law. If there are material changes to this Agreement, we may also reserve the right to provide notice of said changes in other alternative manners, such as posting said changes to the Sites and/or communicating said changes via e-mail or other communication channel.

8. Access and Changes to the Site

Subject to your compliance with this Agreement, Ohana grants you a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable right to access and use the Site for your own personal or internal business use only, and not for resale or third-party distribution. In order to use the Site, you must have internet access, otherwise you will not be able to use some or all of the Site.

Ohana reserves the right, in its sole discretion, to modify or discontinue offering the Site, or to impose limits on your use of the Site, or any features, functionality or tools thereof, in whole or in part, at any time, for any reason or no reason, with or without notice to you. You agree that Ohana has no obligation to provide any updates or to continue to provide or enable any particular Site features, functionality, tools or content and, to the maximum extent permitted by applicable law, will not be liable with respect to any such modifications, discontinuance or deletions.

9. Conduct When Using the Site

By accessing and/or using the Site, you agree not to:

Use the Site in any manner contrary to local, state, federal, or international laws, including but not limited to using the Site for any illegal purpose or for the transmission of material that is unlawful, harassing, libelous (untrue and damaging to others), invasive of another’s privacy, abusive, threatening, obscene, or that infringes the copyrights (rights of an owner of written material), trademarks, or other intellectual property of others.
Copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted materials, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Site without our prior written consent.
Use any robot, bot, spider, crawler, scraper, site search / retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or their content.
Use the Site in any way that could interfere with, disrupt or negatively affect the Site or the servers or networks connected to the Site.
Upload viruses or other malicious code or otherwise compromise the security of the Site.
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Site.
“Frame” or “mirror” any part of the Site without our prior written consent.
Modify, adapt, license, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site, or cause others to do so.
Use or develop any third-party application that interacts with the Site without our prior written consent.
Probe, scan, or test the vulnerability of our Site or any system or network.
Encourage or promote any activity that violates this Agreement.

Ohana reserves the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law, and to monitor and/or disable access to or use of the Site by any user.

10. Links to other Websites and Third Parties

Our Site may contain links to third-party websites that are not owned or controlled by Ohana. Ohana has no control over, and assumes no responsibility for the content, accuracy, privacy policies, or practices of any third-party websites.

11. Privacy

By agreeing to this Agreement, you also confirm that you have read and understand our Privacy Policy, available here.

12. Copyright, Trademark, and other Intellectual Property

The Site is protected by copyright, trademark, patent and other laws of the applicable jurisdiction and throughout the world. You acknowledge and agree that the Site, and all intellectual property rights therein, are the exclusive property of Ohana and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Site, and you may not use the trade names, logos, and other trademarks and service marks associated with Ohana without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality or tools of, the Site in any form or by any means, or sublicense the rights granted in this Agreement.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Ohana or its licensors, except for the revocable licenses and rights expressly granted in this Agreement. All rights not expressly granted to you by this Agreement are hereby reserved to Ohana and its licensors.

If you choose to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Site (“Feedback”), you acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Ohana. You hereby irrevocably transfer and assign to Ohana all of your right, title, and interest in and to, and waive any moral rights you may have in, all such Feedback.

13. Disclaimer of Warranties; Limitation of Liability; Indemnification

DISCLAIMER OF WARRANTIES. SUBJECT TO APPLICABLE LAW, OHANA MAKES THE FOLLOWING DISCLAIMERS OF WARRANTIES. OHANA DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OPERABILITY, AND/OR AVAILABILITY OF INFORMATION OR MATERIAL DISPLAYED IN THE OUTPUT PROVIDED ON THE SITE. OHANA DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL MADE AVAILABLE THROUGH THE SITE, OR CONTENT GENERATED THROUGH THE SITE. OHANA DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM THE OUTPUT OBTAINED FROM THE SITE. OHANA PROVIDES THE SITE ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. OHANA EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. OHANA FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, ACCESSIBILITY, TIMELINESS, AND PERFORMANCE OF THE SITE.

OHANA FURTHER DISCLAIMS ANY WARRANTIES RELATING TO ANY INFORMATION OBTAINED THROUGH THE SITE, ANY LINKS PROVIDED BY THE SITE, AS WELL AS ANY INFORMATION RECEIVED THROUGH ANY OF THE LINKS PROVIDED IN THE SITE.

LIMITATION OF LIABILITY. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL OHANA BE LIABLE TO ANY USER OF THE SITE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, TREBLE, SPECIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES OR A CLAIM FOR SUCH DAMAGES IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING ANY THEORY OF NEGLIGENCE), OR OTHER CLAIM AVAILABLE UNDER APPLICABLE LAW, EVEN IF OHANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM INABILITY TO USE OR ACCESS THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY ANY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH REGARD TO DAMAGES INCURRED BY REASON OF OTHER SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITE OR THROUGH LINKS PROVIDED ON THE SITE, OR PRODUCTS PURCHASED THROUGH THE SITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SITES, LOST PROFITS, LOST DATA, LOSS OF BUSINESS GOODWILL, LOSS OF REPUTATIONAL GOODWILL, OR OTHER SUCH DAMAGES. SUCH LIMITATION SHALL FURTHER APPLY WITH REGARD TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE OR ANY INFORMATION THAT APPEARS OR DOESN’T APPEAR ON OR IS LINKED OR RELATED IN ANY WAY TO THE SITE. TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED BY APPLICABLE LAW, THEY SHALL BE CAPPED AT FIFTY DOLLARS ($50.00) (USD) TO THE EXTENT SUCH CAP IS PERMITTED UNDER APPLICABLE LAW.

INDEMNITY. YOU AGREE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS OHANA AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM ANY AND ALL COMPLAINTS, DEMANDS, CLAIMS, DAMAGES, LOSSES, COSTS (INCLUDING ATTORNEYS’ FEES), PENALTIES AND/OR OTHER EXPENSES, DUE TO, ARISING OUT OF, OR RELATING IN ANY WAY TO YOUR ACCESS OR USE OF THE SITE, OR YOUR VIOLATION OF THIS AGREEMENT OR ANY APPLICABLE LAW.

14. Force Majeure.

Under no circumstances shall Ohana be held responsible or liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war (including but not limited to cyber related events and/or occurrences attributed to state and/or quasi-state actors by either public or privacy organizations and/or entities and/or governments), governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, lighting, or air conditioning.

15. Dispute Resolution, Arbitration, Class-Action Waiver, and Jury Waiver

Disputes. The terms of this Section shall apply to all Disputes between you and Ohana. For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy or action between you and Ohana arising under or relating to your use of the Site or this Agreement. YOU AND OHANA AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR OHANA FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; AND (4) TRADEMARK INFRINGEMENT OR DILUTION.
Opt-Out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section by sending a written letter to Ohana at info@ohanare.com within thirty (30) calendar days of your initial agreement to this Agreement (including your first access or use of the Site) that specifies: (1) your name; (2) your mailing address; (3) and your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of this Agreement shall continue to apply.
Binding Arbitration. You and Ohana agree: (1) to arbitrate all Disputes between you and Ohana pursuant to the provision of this Agreement; (2) this Agreement memorializes a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) this Section shall survive termination in this Agreement.
Dispute Notice. In the event of a Dispute, you or Ohana must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Ohana must be addressed to [INSERT] (“Ohana Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. If Ohana and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Ohana may commence an arbitration proceeding pursuant to this Section. You and Ohana will work in good faith to schedule the informal conference at a mutually convenient time. If you are represented by counsel, your counsel may participate in the informal dispute resolution conference, but you shall also fully participate in such discussions. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Mediation. In the event the parties cannot resolve the Dispute via the informal dispute resolution conference, the Dispute must first be submitted to non-binding mediation before a neutral third party before it may proceed to arbitration. Selecting the mediator, the appropriate terms for mediation, and a date for mediation shall be negotiated in good faith between the parties. The administrative fees associated with mediation shall be split equally between the parties. Each party shall bear its own respective attorneys’ fees and costs associated with the resolution of any Dispute. If the parties cannot agree to appropriate terms concerning mediation, the parties shall be entitled to proceed with an arbitration proceeding pursuant to this section. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND OHANA AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND OHANA AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION.
MASS ACTION WAIVER. You and Ohana agree that any Dispute between you and Ohana shall be resolved only in an individual arbitration pursuant to this Section. You and Ohana expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a mass Action and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass Action to award relief to anyone but the individual in arbitration.
Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the AAA Commercial Arbitration Rules; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA Rules and the rules set forth in this Agreement, the rules set forth in this Agreement shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Hearing Format. Unless otherwise agreed, the arbitration shall take place in Austin, Texas, but may proceed telephonically if the parties agree and, in the event, the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, in any, is based. During the arbitration, the amount of any settlement offers made by Ohana or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Ohana is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
Arbitration Fees. Each party, as applicable, shall bear its own respective AAA filing, administration, arbitration, attorneys, and/or expert witnesses fees pursuant to this Agreement.
Amendments to this Section. Notwithstanding any provision in this Agreement to the contrary, you and Ohana agree that if Ohana makes any material amendments to the dispute resolution procedure and class action waiver provisions in this Agreement, Ohana will notify you and you will have ten (10) calendar days from the date of notice to affirmatively opt-out of any such amendments by sending a written letter to the Ohana Notice Address that specifies: (1) your name; (2) your mailing address; and (3) your request to opt-out of such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in this Agreement, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.
Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of this Agreement.
Exclusive Venue for Other Controversies. Ohana and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section shall be filed only in the courts located within Austin, Texas and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

16. Governing Law; Jurisdiction and Venue

This Agreement and any subject matter in connection with this Agreement, including any arbitration proceeding hereunder, will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflict of laws provisions or the laws of your state. If for any reason a court of competent jurisdiction or arbitrator finds any provision or portion of this Agreement to be unenforceable, the remaining portion of this Agreement will continue in full force and effect.

17. Termination

We, in our sole discretion, may suspend or terminate this Agreement at any time with or without cause or notice, and may deny you access to the Site or any portion thereof as a result. You may also terminate this Agreement at any time by discontinuing your use of the Site. Upon termination of this Agreement by us or you, you must destroy all materials obtained from the Site, including any and all copies of such materials whether made under this Agreement or otherwise.

18. Non-Assignability

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding upon, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

19. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action by you against Ohana arising from or relating to this Agreement or the use of the Site must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be permanently barred.

20. Entire Agreement; Severability; Relationship

This Agreement constitutes the entire agreement between you and Ohana. If any part(s) of this Agreement is determined to be invalid or unenforceable, then such invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely aligns with the intent of the original provision, and the remainder of this Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as closely as possible, to reflect the intentions of the parties with all other provisions remaining in full force and effect. Any failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. You agree that your Ohana is non-transferable and all of your rights to your account terminate upon your death. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement, and you may not make any representations on behalf of or bind Ohana.

21. Contact Us

If you have any questions about this Agreement, please contact us at 650-479-3311.