1. Access to the Site.
1.1 Limited License to Use and Access. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
1.2 Accounts. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Article 7. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Company is not liable for any loss or damage arising from your failure to comply with the above requirements.
1.3 Restrictions on Use. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competing website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality or content of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
1.4 Prohibited Uses. In addition, you agree not to: (a) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send through the Site unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) use the Site to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (f) harass or interfere with any other user’s use and enjoyment of the Site; (g) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); (h) use the Site to engage in spamming, flooding, flaming, trolling, spoofing, griefing, phishing or other unauthorized or unwelcome online conduct; or (i) otherwise use unauthorized means to access, manipulate or make copies of the content on our Site.
1.5 Right to Modify and Suspend. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
1.6 No Support. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site. You are solely responsible for providing, at your own expense, all equipment necessary to access and use the Site, including computers, mobile devices and Internet access (including payment of data and user service fees associated with such access).
1.7 Intellectual Property Rights. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, trade dress, and trade secrets, in and to the Site and its contents are owned by Company or Company otherwise has the right to use them as part of the Site, and are subject to the copyright or other intellectual property rights of Company and/or to the terms of licenses held by Company. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.1. Company and its partners, sponsors, advertisers or suppliers (including all parties involved in creating, producing and delivering the Site and its content) (collectively, “Suppliers”) reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. Any unauthorized use of the Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. We do not warrant or represent that your use of content displayed on, or obtained through, the Site will not infringe the rights of third parties.
Copyright © 2020 Angry Owl Technology Group, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party who owns the Marks.
2. No Advice.
The Site provides general information only. Each user’s financial situation, circumstances, specific needs and objectives are different. Each user should evaluate the information on the Site and is encouraged to do further research before taking any action, inaction, or making any decision based on the content provided on the Site. Information provided by or through the Site is not intended to be, nor should it be construed or used as, (a) investment, accounting, tax, legal, insurance or other professional advice or (b) a recommendation directed to any particular person. Decisions based on the content provided on or through the Site are your sole responsibility and you agree that we are not liable for any action you take, inaction, or decision you make in reliance upon any content provided on or through the Site.
3. User Content.
3.1 “User Content” means any and all information and content that a user submits to, or uses with, or posts on the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You agree that your User Content will not violate these Terms. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by, or affiliated with, Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates these Terms. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2 Restrictions on User Content. You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary or contractual right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, profane, indecent, obscene or patently offensive; (c) that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (d) that is harmful to minors in any way; (e) that is otherwise objectionable in our sole discretion; or (f) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
3.3 Right to Review and Remove. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Article 7, reporting you to law enforcement authorities, and/or pursuing any other rights or remedies available to us at law or in equity.
3.4 Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary. We have no obligation to use or respond to any Feedback that is submitted.
3.5 License to Use User Content and Feedback. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, perpetual worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content and Feedback, and to grant sublicenses of the foregoing rights, in any manner it deems appropriate, all without compensating or notifying you or identifying you as a contributor. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.6 Responsibility for User Content by User. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Company does not sponsor or endorse any User Content. Your interactions with other Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions or any User Content posted by others. If there is a dispute between you and any Site user, we are under no obligation to become involved.
You agree to indemnify and hold Company and its owners, members, managers, officers, employees, agents, affiliates, successors and assigns (collectively, its “Representatives”) harmless from any and all liability, damage, loss, claims, demands, expenses and fees (including attorneys’ fees) made by any third party due to or arising out of or in connection with (a) your use of the Site, or any content or materials on the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or rights of a third-party or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. Third-Party Links & Ads.
5.2 Affiliate Links. An affiliate link (“Affiliate Link”) is any Third-Party Links & Ads for which Company receives compensation based on clicks and/or user activity on the third party’s website. Company uses Affiliate Links on the Site. You may assume that all Third-Party Links & Ads on the Site are Affiliate Links. When you click an Affiliate Link, your web browser automatically shares certain information. This includes, for example, the web address of the page that you are visiting and your IP address. We may also set cookies on your browser or read cookies that are already there.
6. Limits on Liability.
6.1 Waiver of Claims. You hereby release and forever discharge Company and its Representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
6.2 Disclaimer of Warranties. THE SITE, AND ALL CONTENT, PRODUCTS AND SERVICES CONTAINED ON, ACCESSED THROUGH OR PROVIDED BY THE SITE, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OR USE AS TO THE SITE, INCLUDING THE INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE, OR CONTENT, PRODUCTS OR SERVICES CONTAINED ON, ACCESSED THROUGH OR PROVIDED BY THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, FREE FROM MISTAKES OR DEFECTS, RELIABLE, FREE OF VIRUSES, OTHER HARMFUL CODE, SECURITY PROBLEMS (INCLUDING UNAUTHORIZED INTERCEPTION OF DATA OR COMMUNICATIONS), COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6.3 Limitation on Liability. ACCESS TO, AND USE OF, THE SITE, INCLUDING THE DOWNLOADING OR OTHER ACQUISITION OF MATERIALS OR INFORMATION FROM OR THROUGH THE SITE, IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
IN NO EVENT SHALL COMPANY, OUR SUPPLIERS OR OUR OR THEIR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, EARNINGS, GOODWILL OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, WORK STOPPAGE, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTIES ENUMERATED ABOVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SITE OR ANY PART THEREOF, ERRORS, OMISSIONS, VIRUSES AND MALICIOUS CODE OR OTHER INACCURACIES IN THE SITE OR ANY PART THEREOF, (B) INFORMATION OR MATERIALS AVAILABLE OR ACCESSIBLE THROUGH THE SITE OR ANY PART THEREOF OR (C) THESE TERMS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT THE ABOVE DISCLAIMER OR THE LIMITATIONS SET FORTH HEREIN ARE PROHIBITED BY LAW, THEY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
This limitation on liability includes the transmission of any viruses which may infect your equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SITE OR ANY PART THEREOF OR ANY ACTION ARISING UNDER THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SITE OR ANY PART THEREOF OR ANY ACTION ARISING UNDER THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6.4 Force Majeure Events. In addition to any excuse provided by applicable law, Company shall be excused from any liability resulting from any event beyond our reasonable control.
6.5 Enforceable Only Against Company. You agree that any claim, judgment or order against Company that may arise under these Terms or in connection with the Site is enforceable only against Company and Company’s assets. No judgment, order or execution entered in any suit, action or proceeding in your favor may be obtained or enforced against any owner, member, manager, officer, employee, agent or affiliate of Company or against the individual assets of any such persons and you hereby expressly waive and renounce any right to proceed against such persons.
7. Term and Termination.
Subject to this Article 7, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and your right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Section 1.7 and Articles 2 through 11 and any other provisions that, by their nature, survive termination of these Terms.
8. Copyright Policy.
Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
(a) your physical or electronic signature; (b) identification of the copyrighted work(s) that you claim to have been infringed; (c) identification of the material on our Site that you claim is infringing and that you request us to remove; (d) sufficient information to permit us to locate such material; (e) your address, telephone number, and email address; (f) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and (g) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, is potentially liable for damages, including costs and attorneys’ fees, incurred by us.
9. Revisions; Amendment.
These Terms are effective as of the “Last Revised” date set forth above. We have the right to change or update these Terms at our discretion. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10. Dispute Resolution.
Please read this Article 10 carefully. It is part of your contract with Company and affects your rights.
10.1 Disputes. If a claim or dispute (a “Dispute”) arises out of or in connection with the Site, or these Terms, or the use of any content, product or service provided by Company, the parties shall attempt in good faith to resolve the Dispute informally through mutual discussions. Either party may give written notice of a Dispute (a “Dispute Notice”) to the other party. If the dispute is not resolved informally through mutual discussions within thirty (30) days of receipt by the non-claiming party of the Dispute Notice, each party, without further delay, shall be free to pursue whatever legal remedies it may have, subject to the provisions set forth in this Article 10. Each party irrevocably consents and agrees that the United States federal or Nebraska state courts located in Omaha, Nebraska shall have exclusive jurisdiction over any legal action or proceedings brought by either party in connection with the Site, or these Terms, or the use of any content, product or service provided by Company, and each party (a) accepts the jurisdiction of the foregoing courts, (b) irrevocably agrees to be bound by any final judgment (after any appeal) of any such court, and (c) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding brought in any such court, and further irrevocably waives to the fullest extent permitted by law any claim that any suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party agrees that a final judgment (after any appeal) 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 to the extent provided by law.
10.2 Waiver of Trial by Jury.
EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RELATED TO A DISPUTE.
10.3 Waiver of Class Action.
ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
11.1 Export Laws. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or the Site, or any products utilizing such data, in violation of the United States export laws or regulations.
11.2 California Residents. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
11.3 Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
11.4 Entire Agreement; Construction; Assignment. These Terms constitute the entire agreement between you and us regarding the use of the Site and supersede all prior agreements and understandings between us with respect thereto. These Terms may not be altered, supplemented, or amended by the use of any other document(s). Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. No joint venture, partnership, employment or agency relationship exists between you and Company as a result of these Terms or any use of the Site. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon and inure to the benefit of the Company, you and its and your respective heirs, representatives, successors and permitted assigns.
11.5 Governing Law. These Terms and all related documents are governed by, and construed in accordance with, the laws of the State of Nebraska, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such provisions would require or permit the application of the laws of any jurisdiction other than those of the State of Nebraska.
11.6 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and continue in full force and effect and the invalid or unenforceable provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties.