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If you place a buy limit order good for 60 days, before a Blackout Period, and the order happens in the BP, does that constitute as insider trading?
This is question that a financial lawyer is most qualified to answer. However, the following two articles might help you decipher the SEC rules.INVESTOPEDIAThe Securities and Exchange Commission (SEC) has set rules to ensure that employees are not at a disadvantage during a blackout period. The SEC prohibits any director or executive officer of an issuer of any equity security from, purchasing, selling or otherwise acquiring or transferring securities during a pension plan blackout period. In addition, the SEC has established rules requiring the issuer to notify the director or executive officer when imposing a blackout period.The purpose of these rules is to prevent insider trading that could otherwise occur during the period when changes are being made. However, the financial security of employees who are unable to make changes during a blackout period may be jeopardized. Therefore, SEC regulations stipulate that employees must receive advance warning about the occurrence of blackout periods.Read more: What is a blackout period? | Investopedia What is a blackout period? | InvestopediaDAY JONESNew SEC Rule Facilitates Insider Trades During Blackout PeriodsOctober 2000On August 15, 2000, the SEC adopted a new Rule 10b5-1 that provides specific affirmative defenses against liability for insider trading. Under the new rule, which became effective on October 23, 2000, a purchase or sale is not "on the basis of" material, nonpublic information if it is implemented pursuant to one of three types of nondiscretionary or automatic trading programs. The trading programs described in the rule are designed to define situations in which the information possessed was not a factor in the investment decision. The practical significance of the rule is to permit corporate insiders to trade shares during "blackout" periods that surround quarterly earnings and other important corporate announcements when insiders typically cannot buy or sell shares. The creation of a safe harbor from insider trading clarifies existing law and offers corporate executives and directors the opportunity to diversify their portfolios. These techniques will be especially useful for holders of large blocks of company stock, such as founders of technology companies, but will also be beneficial to insiders holding smaller blocks.Rule 10b5-1's RequirementsProgram Types.Under the new rule, a purchase or sale of stock by an insider would not be "on the basis of" material, nonpublic information if the insider demonstrates that, before becoming aware of the information, he or she:Entered into a binding contract to trade the security;Instructed another person to trade the security for the instructuring person's account; orAdopted a written plan for trading securities.Trade Terms.In order to qualify for Rule 10b5-1's exemption, a contract, plan, or instruction for a purchase or sale of securities must be either sufficiently specific or prohibit the insider from directing the trades. In particular, the contract, instruction, or plan must either:Specify (a) the amount of securities to be traded, (b) the price at which the securities are to be traded, and (c) the date on which the securities are to be traded;Include a written formula or algorithm, or computer program, for determining the trade terms described in (a)-(c) above; orProhibit the insider from exercising any influence over how, when, or whether to effect purchases or sales. Under this type of program, the person authorized to exercise such influence must not be aware of material, nonpublic information when doing so.Under the rule, "amount" means either a specified number or dollar value of shares or other securities. For example, an insider can plan a sale of either 1,000 shares or $10,000 worth of stock. An insider could not, however, plan a trade within a range—for example, a sale of between 1,000 and 2,000 shares."Price" means the market price on a particular date, a limit price, or a particular dollar price. Therefore, an insider has the flexibility to commit to trading at either a specified price per share or at the market price on the date of trade. Although the rule as originally proposed was not available for limit orders, in response to comments, the SEC eliminated this restriction. Accordingly, the inclusion of a price floor or ceiling in a trade order would not disqualify the trade under the rule."Date" means, in the case of a market order, the specific day on which the order is to be executed (or as soon thereafter as is practicable under ordinary principles of best execution). In the case of a limit order, "date" means a day on which the limit order is in force.Loss of Affirmative DefenseStructuring a trade along the lines described above is not sufficient to satisfy all conditions of the new rule. The rule also requires that the purchase or sale that does occur be "pursuant to the contract, instruction or plan" and that the contract, plan, or instruction specifying the trade be made in good faith. If an insider alters or deviates from the contract, plan, or instruction to trade (whether by changing the amount, price, or timing of the trade), the affirmative defense will not be available. For example, if an insider enters into a contract or plan to sell 1,000 shares of company stock without being aware of material, nonpublic information, then learns of negative material, nonpublic information and doubles the planned sale to 2,000 shares, the insider will lose the defense for the entire sale of 2,000 shares. Similarly, if the insider accelerates the timing of a planned sale in order to complete it before the release of negative corporate news that the insider has recently learned, the insider will have no defense for the transaction.The rule also vitiates any defense for a trade if the insider alters or enters into a "corresponding or hedging transaction or position" with respect to the planned securities trade. This requirement is designed to prevent persons from devising schemes to exploit inside information by setting up preexisting hedged trading programs and then canceling execution of the unfavorable side of the hedge, while permitting execution of the favorable transaction. By altering the corresponding position, the insider would lose any defense for the transaction that the insider permitted to be executed.The SEC has stated that some opportunity for modifying a preexisting trading plan does exist under the new rule. A person acting in good faith may modify a prior contract, instruction, or plan if, at the time the modification is made, the insider is not aware of material, nonpublic information (i.e., during the period when insiders may otherwise effect open market trades in the company's securities). In that case, a purchase or sale that complies with the modified contract, instruction, or plan will be considered made pursuant to a new contract, instruction, or plan.Recordkeeping IssuesThe new rule does not expressly require any particular documentation or recordkeeping by insiders. However, the SEC has indicated that the rule "would, in some cases, require a person to document a particular plan, contract, or instruction for trading if he or she wished to establish an affirmative defense that his or her trading was not ‘on the basis of' material, nonpublic information." In addition, given the potential impact on a public company of trading by its executives during restricted periods, insider trading policies that are tailored to permit Rule 10b5-1 compliant trades should (1) provide the company with preapproval and oversight rights for these types of programs, and (2) require that a 10b5-1 "record" be maintained not only by the insider but by the company and in solid detail. We recommend, therefore, that a record be kept supporting the availability of any Rule 10b5-1 defense that an insider intends to assert in connection with trades.Relationship to Other Legal Requirements and Planning IssuesOther SEC Compliance Procedures.Insiders looking to design a prearranged or nondiscretionary trading program will need to take care to comply with other legal requirements applicable to insider stock sales, including the following:Rule 144 may require compliance with manner of sale, volume, and notice requirements.Because a Rule 10b5-1 plan will involve periodic sale or purchase transactions, insiders will need to confirm that no Section 16(b) matching, non-exempt purchases or sales have occurred, or are anticipated to occur, within six months of any of the scheduled sales or purchases (as the case may be).Insiders must obtain timely information on trades to permit them to satisfy Form 4 filing requirements on a monthly basis.Issuers who have completed acquisitions accounted for as poolings may need to restrict sales by insiders.Existing insider trading policies may require modification to permit trades under Rule 10b5-1 or to remove or change preclearance processes, especially where the contract or program has been approved by the company's board of directors and/or reviewed and cleared in advance by issuer's counsel.Each company should evaluate whether prearranged trading programs are likely to be considered material and should be announced in a press release or disclosed in a Form 8-K.Impact of Intervening Equity Offerings.Registered equity offerings by issuers are always a possibility. Since these offerings normally require insiders to execute lock-up agreements, issuers with insiders engaging in long-term, automatic sales programs should gauge the view of underwriters to a carve out under these lock-ups for sales pursuant to pre-established programs. Registration rights agreements between a company and its venture capital investors may also contain prospective lock-up agreements prohibiting executive investors from publicly selling equity securities a certain number of days prior to and following the effective date of a registration statement. The inclusion of a stop-gap clause in an automatic sales program triggered upon the effectiveness of a registration statement could be problematic to the extent the timing of any filing of a registration statement would be, in part, under an insider's control. As such, the SEC could view the invocation of such a stop-gap measure as an impermissible modification to a previous contract, plan, or instruction. Accordingly, since the impact of such a stop-gap provision on the availability of a Rule 10b5-1 defense is not clear at this time, insiders who desire to put in place a pre-established sales plan should obtain a waiver of the application of any holdback restrictions to sales under such a plan.Issuer Repurchase Programs.Rule 10b5-1 has important implications for issuer repurchase programs that can be structured to comply with the conditions of the rule. For example, an issuer operating a repurchase program would not need to specify with precision the amounts, prices, and dates on which it will repurchase its securities. Rather, an issuer could adopt a written plan, when it is not aware of material, nonpublic information, that uses a written formula to derive amounts, prices, and dates. Alternatively, the plan could delegate all discretion to determine amounts, prices, and dates to another person who is not aware of the information, provided that the plan did not permit the issuer to (and in fact the issuer did not) exercise any subsequent influence over the purchases or sales.Employee Stock Plans.The new rule would also facilitate increases or decreases of insider holdings under issuer stock plans. For example, an employee looking to exercise stock options and sell the underlying shares could, while not aware of material, nonpublic information, adopt a written plan specifying the amount of the employee's vested options to be exercised and/or sold at or above a specific price. The plan would provide that the employee will exercise options and sell the shares on specified dates and in specified amounts. Alternatively, such a plan could include a formula linked to, for example, periodic cash outlays (such as mortgage or tuition payments) required to be made by the insider.Acquisitions under the new rule could also be made through payroll deductions under an employee stock purchase plan or a 401 (k) plan. The employee could provide elections as to his or her plan participation at a time when the employee would otherwise be able to effect open market trades. The transaction price could be computed as a percentage of market price, and the transaction amount could be based on a percentage of salary to be deducted under the plan. The date of a plan transaction could be set by the plan. Alternatively, the date of a plan transaction could be controlled by the plan's administrator, assuming that he or she is not aware of material, nonpublic information at the time of executing the transaction, and the employee does not exercise influence over the timing of the transaction.Portfolio Diversification.Automatic, periodic divestiture programs have been of particular interest to corporate insiders, especially founding shareholders in emerging growth companies, who have significant wealth concentrated in issuer stock. For insiders seeking liquidity and diversification, Rule 10b5-1 provides legal certainty that long-term, periodic open market sales made in the midst of blackout periods will not subject the sellers to insider trading liability. And while these programs have become common even prior to the promulgation of Rule 10b5-1, the rule's bright lines for structuring these programs provides greater comfort to counsel advising insiders on such programs. But while the SEC's new rule provides a legal mechanism for insiders to precommit to trades, as with any trading program, automatic programs carry certain financial risks, especially if the program contractually locks in trades for large numbers of shares over extended periods. In deciding how and whether such a program should be instituted, executives need to test their willingness to continue to sell into a falling market or buy when market exuberance has overtaken trading, especially when their knowledge of developments affecting the company suggests that market price changes will be forthcoming in future periods. To mitigate these risks, executives should honestly assess their risk tolerances and include appropriate limit orders when their programs are structured.Lawyer ContactsFor further information, please contact your principal Firm representative or one of the lawyers listed below. General e-mail messages may be sent using our "Contact Us" form, which can be found at Jones Day | Home.Elizabeth Clough [email protected] Day publications should not be construed as legal advice on any specific facts or circumstances. The contents are intended for general information purposes only and may not be quoted or referred to in any other publication or proceeding without the prior written consent of the Firm, to be given or withheld at our discretion. To request reprint permission for any of our publications, please use our "Contact Us" form, which can be found on our web site at Jones Day | Home. The mailing of this publication is not intended to create, and receipt of it does not constitute, an attorney-client relationship. The views set forth herein are the personal views of the author and do not necessarily reflect those of the Firm.
What is the argument against banning military-style semi-automatics and assault rifles in the US and Canada?
OQ:What is the argument against banning military-style semi-automatics and assault rifles in the US and Canada?I am going to approach this from the US perspective in two ways. I can’t speak for the Obnoxiously Polite Syrup Swilling Hockey Players from our Hat.What exactly does “military style” mean?Let’s look at an AR-15 rifle, actually let’s look at the M-4.There you go. M-4 Rifle… well carbine before the gun nuts jump on me for calling it just a rifle.Okay, so let’s look at its parts, now we will ignore the fully automatic nature of it for this discussion.Semi-AutomaticPistol GripFlash Suppressor/SilencerBipodDetachable Box MagazineRail scope mountsAdjustable StockBayonet LugThat pretty much covers it, if anyone brings up a relevant feature I missed, I will happily address it in an edit.So which of these features, exactly, is a military feature. I’ll concede the last one directly the bayonet lug is definitely a military feature.Let’s go through the rest of the list.Semi-AutomaticInvented in 1880’s Used by civilians exclusively until 1936 when the US military adopted the first Semi-Auto Battle Rifle. (M1 IIRC)Pistol GripInvented in the 1840’s. Used by civilians exclusively until early 1900’s.BipodFor Rifles the first one came into use around 1938.Detachable Box MagazineFirst fully detachable magazine was the 1908 Savage 99, a hunting rifle. Though a drop down box did exist in 1888 for military rifles.Rail mountsStarted with civilians in the Weaver variant. The Picatinny mount is a modernization of that system.Flash Suppressor/SilencerFlash Suppressors were designed to reduce flash for the shooter, this was a military invention with the adapting of Carbine rifles just prior to WWII ..Silencers (Sound Suppressors) were marketed to civilians specifically hunters, in 1902, which is where H. Maxim advertises them in sporting goods magazines.Adjustable StockNot sure on this one, can’t find who it went to first.So out of our features… 5 of the 9 were in definitely being used by civilians for a long time before the military came along. 1 I don’t know about. And the remaining 3 are Bipods, Flash Suppressors, and Bayonet Lugs. Are those the military features you want to ban?So that covers the features of the weapon. But, what about the legalities of it all?"A well regulated Militia, being necessary to the security of a free State, the right of the people to keep and bear Arms, shall not be infringed." - Second Amendment to the Constitution of the United States of AmericaPlease forgive the following wall of text, Tl;Dr SCOTUS has ruled that military features are specifically protected by the 2nd Amendment.United States v. Miller (1939)OpinionMCREYNOLDS, J., Opinion of the CourtMR. JUSTICE McREYNOLDS delivered the opinion of the Court.An indictment in the District Court, Western District Arkansas, charged that Jack Miller and Frank Laytondid unlawfully, knowingly, willfully, and feloniously transport in interstate commerce from the town of Claremore in the State of Oklahoma to the town of Siloam Springs in the State of Arkansas a certain firearm, to-wit, a double barrel 12-gauge Stevens shotgun having a barrel less than 18 inches in length, bearing identification number 76230, said defendants, at the time of so transporting said firearm in interstate commerce as aforesaid, not having registered said firearm as required by Section 1132d of Title 26, United States Code (Act of June 26, 1934, c. 737, Sec. 4 [§ 5], 48 Stat. 1237), and not having in their possession a stamp-affixed written order for said firearm as provided by Section 1132c, Title 2, United States Code (June 26, 1934, c. 737, Sec. 4, 48 Stat. 1237) and the regulations issued under authority of the said Act of Congress known as the "National Firearms Act," approved June 26, 1934, contrary to the form of the statute in such case made and provided, and against the peace and dignity of the United States.[n1][p176]A duly interposed demurrer alleged: the National Firearms Act is not a revenue measure, but an attempt to usurp police power reserved to the States, and is therefore unconstitutional. Also, it offends the inhibition of the Second Amendment to the Constitution -- "A well regulated Militia, being necessary to the security of a free State, the right of people to keep and bear Arms, shall not be infringed."[p177]The District Court held that section eleven of the Act violates the Second Amendment. It accordingly sustained the demurrer and quashed the indictment.The cause is here by direct appeal.Considering Sonzinsky v. United States (1937), 300 U.S. 506, 513, and what was ruled in sundry causes arising[p178] under the Harrison Narcotic Act[n2]-- United States v. Jin Fuey Moy (1916), 241 U.S. 394, United States v. Doremus (1919), 249 U.S. 86, 94; Linder v. United States (1925), 268 U.S. 5; Alston v. United States(1927), 274 U.S. 289; Nigro v. United States (1928), 276 U.S. 332 -- the objection that the Act usurps police power reserved to the States is plainly untenable.In the absence of any evidence tending to show that possession or use of a "shotgun having a barrel of less than eighteen inches in length" at this time has some reasonable relationship to the preservation or efficiency of a well regulated militia, we cannot say that the Second Amendment guarantees the right to keep and bear such an instrument. Certainly it is not within judicial notice that this weapon is any part of the ordinary military equipment, or that its use could contribute to the common defense. Aymette v. State, 2 Humphreys (Tenn.) 154, 158.The Constitution, as originally adopted, granted to the Congress power --To provide for calling forth the Militia to execute the Laws of the Union, suppress Insurrections and repel Invasions; To provide for organizing, arming, and disciplining, the Militia, and for governing such Part of them as may be employed in the Service of the United States, reserving to the States respectively, the Appointment of the Officers, and the Authority of training the Militia according to the discipline prescribed by Congress.With obvious purpose to assure the continuation and render possible the effectiveness of such forces, the declaration and guarantee of the Second Amendment were made. It must be interpreted and applied with that end in view.The Militia which the States were expected to maintain and train is set in contrast with Troops which they[p179] were forbidden to keep without the consent of Congress. The sentiment of the time strongly disfavored standing armies; the common view was that adequate defense of country and laws could be secured through the Militia -- civilians primarily, soldiers on occasion.The signification attributed to the term Militia appears from the debates in the Convention, the history and legislation of Colonies and States, and the writings of approved commentators. These show plainly enough that the Militia comprised all males physically capable of acting in concert for the common defense. "A body of citizens enrolled for military discipline." And further, that ordinarily, when called for service these men were expected to appear bearing arms supplied by themselves and of the kind in common use at the time.Blackstone's Commentaries, Vol. 2, Ch. 13, p. 409 points out "that king Alfred first settled a national militia in this kingdom," and traces the subsequent development and use of such forces.Adam Smith's Wealth of Nations, Book V, Ch. 1, contains an extended account of the Militia. It is there said: "Men of republican principles have been jealous of a standing army as dangerous to liberty."In a militia, the character of the labourer, artificer, or tradesman, predominates over that of the soldier: in a standing army, that of the soldier predominates over every other character, and in this distinction seems to consist the essential difference between those two different species of military force."The American Colonies In The 17th Century," Osgood, Vol. 1, ch. XIII, affirms in reference to the early system of defense in New England --In all the colonies, as in England, the militia system was based on the principle of the assize of arms. This implied the general obligation of all adult male inhabitants to possess arms, and, with certain exceptions, to[p180] cooperate in the work of defence.The possession of arms also implied the possession of ammunition, and the authorities paid quite as much attention to the latter as to the former.A year later [1632] it was ordered that any single man who had not furnished himself with arms might be put out to service, and this became a permanent part of the legislation of the colony [Massachusetts].Also,Clauses intended to insure the possession of arms and ammunition by all who were subject to military service appear in all the important enactments concerning military affairs. Fines were the penalty for delinquency, whether of towns or individuals. According to the usage of the times, the infantry of Massachusetts consisted of pikemen and musketeers. The law, as enacted in 1649 and thereafter, provided that each of the former should be armed with a pike, corselet, head-piece, sword, and knapsack. The musketeer should carry a "good fixed musket," not under bastard musket bore, not less than three feet, nine inches, nor more than four feet three inches in length, a priming wire, scourer, and mould, a sword, rest, bandoleers, one pound of powder, twenty bullets, and two fathoms of match. The law also required that two-thirds of each company should be musketeers.The General Court of Massachusetts, January Session 1784, provided for the organization and government of the Militia. It directed that the Train Band should "contain all able bodied men, from sixteen to forty years of age, and the Alarm List, all other men under sixty years of age, . . ." Also,That every noncommissioned officer and private soldier of the said militia not under the controul of parents, masters or guardians, and being of sufficient ability therefor in the judgment of the Selectmen of the town in which he shall dwell, shall equip himself, and be constantly provided with a good fire arm,etc.By an Act passed April 4, 1786, the New York Legislature directed:That every able-bodied Male Person, being[p181] a Citizen of this State, or of any of the United States, and residing in this State, (except such Persons as are hereinafter excepted) and who are of the Age of Sixteen, and under the Age of Forty-five Years, shall, by the Captain or commanding Officer of the Beat in which such Citizens shall reside, within four Months after the passing of this Act, be enrolled in the Company of such Beat. . . . That every Citizen so enrolled and notified shall, within three Months thereafter, provide himself, at his own Expense, with a good Musket or Firelock, a sufficient Bayonet and Belt, a Pouch with a Box therein to contain not less than Twenty-four Cartridges suited to the Bore of his Musket or Firelock, each Cartridge containing a proper Quantity of Powder and Ball, two spare Flints, a Blanket and Knapsack; . . .The General Assembly of Virginia, October, 1785, (12 Hening's Statutes) declared,The defense and safety of the commonwealth depend upon having its citizens properly armed and taught the knowledge of military duty.It further provided for organization and control of the Militia, and directed that "All free male persons between the ages of eighteen and fifty years," with certain exceptions, "shall be inrolled or formed into companies." "There shall be a private muster of every company once in two months."Also thatEvery officer and soldier shall appear at his respective muster-field on the day appointed, by eleven o'clock in the forenoon, armed, equipped, and accoutred, as follows: . . . every non-commissioned officer and private with a good, clean musket carrying an ounce ball, and three feet eight inches long in the barrel, with a good bayonet and iron ramrod well fitted thereto, a cartridge box properly made, to contain and secure twenty cartridges fitted to his musket, a good knapsack and canteen, and moreover, each non-commissioned officer and private shall have at every muster one pound of good[p182] powder, and four pounds of lead, including twenty blind cartridges, and each serjeant shall have a pair of moulds fit to cast balls for their respective companies, to be purchased by the commanding officer out of the monies arising on delinquencies. Provided, That the militia of the counties westward of the Blue Ridge, and the counties below adjoining thereto, shall not be obliged to be armed with muskets, but may have good rifles with proper accoutrements, in lieu thereof. And every of the said officers, non-commissioned officers, and privates, shall constantly keep the aforesaid arms, accoutrements, and ammunition ready to be produced whenever called for by his commanding officer. If any private shall make it appear to the satisfaction of the court hereafter to be appointed for trying delinquencies under this act that he is so poor that he cannot purchase the arms herein required, such court shall cause them to be purchased out of the money arising from delinquents.Most if not all of the States have adopted provisions touching the right to keep and bear arms. Differences in the language employed in these have naturally led to somewhat variant conclusions concerning the scope of the right guaranteed. But none of them seems to afford any material support for the challenged ruling of the court below.In the margin, some of the more important opinions and comments by writers are cited.[n3]We are unable to accept the conclusion of the court below, and the challenged judgment must be reversed. The cause will be remanded for further proceedings.MR. JUSTICE DOUGLAS took no part in the consideration or decision of this cause.1. Act of June 26, 1934, c. 757, 48 Stat. 1236-1240, 26 U.S.C. § 1132.That for the purposes of this Act --(a) The term "firearm" means a shotgun or rifle having a barrel of less than eighteen inches in length, or any other weapon, except a pistol or revolver, from which a shot is discharged by an explosive if such weapon is capable of being concealed on the person, or a machine gun, and includes a muffler or silencer for any firearm whether or not such firearm is included within the foregoing definition [The Act of April 10, 1936, c. 169, 49 Stat. 1192 added the words], but does not include any rifle which is within the foregoing provisions solely by reason of the length of its barrel if the caliber of such rifle is .22 or smaller and if its barrel is sixteen inches or more in length.Sec. 3. (a) There shall be levied, collected, and paid upon firearms transferred in the continental United States a tax at the rate of $200 for each firearm, such tax to be paid by the transferor, and to be represented by appropriate stamps to be provided by the Commissioner, with the approval of the Secretary, and the stamps herein provided shall be affixed to the order for such firearm, hereinafter provided for. The tax imposed by this section shall be in addition to any import duty imposed on such firearm.Sec. 4. (a) It shall be unlawful for any person to transfer a firearm except in pursuance of a written order from the person seeking to obtain such article, on an application form issued in blank in duplicate for that purpose by the Commissioner. Such order shall identify the applicant by such means of identification as may be prescribed by regulations under this Act: Provided, That, if the applicant is an individual, such identification shall include fingerprints and a photograph thereof.(c) Every person so transferring a firearm shall set forth in each copy of such order the manufacturer's number or other mark identifying such firearm, and shall forward a copy of such order to the Commissioner. The original thereof, with stamps affixed, shall be returned to the applicant.(d) No person shall transfer a firearm which has previously been transferred on or after the effective date of this Act, unless such person, in addition to complying with subsection (c), transfers therewith the stamp-affixed order provided for in this section for each such prior transfer, in compliance with such regulations as may be prescribed under this Act for proof of payment of all taxes on such firearms.Sec. 5. (a) Within sixty days after the effective date of this Act every person possessing a firearm shall register, with the collector of the district in which he resides, the number or other mark identifying such firearm, together with his name, address, place where such firearm is usually kept, and place of business or employment, and, if such person is other than a natural person, the name and home address of an executive officer thereof: Provided, That no person shall be required to register under this section with respect to any firearm acquired after the effective date of, and in conformity with the provisions of, this Act.Sec. 6. It shall be unlawful for any person to receive or possess any firearm which has at any time been transferred in violation of section 3 or 4 of this Act.Sec. 11. It shall be unlawful for any person who is required to register as provided in section 5 hereof and who shall not have so registered, or any other person who has not in his possession a stamp-affixed order as provided in section 4 hereof, to ship, carry, or deliver any firearm in interstate commerce.Sec. 12. The Commissioner, with the approval of the Secretary, shall prescribe such rules and regulations as may be necessary for carrying the provisions of this Act into effect.Sec. 14. Any person who violates or fails to comply with any of the requirements of this Act shall, upon conviction, be fined not more than $2,000 or be imprisoned for not more than five years, or both, in the discretion of the court.Sec. 16. If any provision of this Act, or the application thereof to any person or circumstance, is held invalid, the remainder of the Act, and the application of such provision to other persons or circumstances, shall not be affected thereby.Sec. 18. This Act may be cited as the "National Firearms Act."2. Act December 17, 1914, c. 1, 38 Stat. 785; February 24, 1919, c. 18, 40 Stat. 1057.3. Concerning The Militia -- Presser v. Illinois, 116 U.S. 252; Robertson v. Baldwin, 165 U.S. 275; Fife v. State, 31 Ark. 455; Jeffers v. Fair, 33 Ga. 347; Salina v. Blaksley, 72 Kan. 230; 83 P. 619; People v. Brown, 253 Mich. 537; 235 N.W. 245; Aymette v. State, 2 Humphr. (Tenn.) 154; State v. Duke, 42 Texas 455; State v. Workman, 35 http://W.Va. 367; 14 S.E. 9; Cooley's Constitutional Limitations, Vol. 1, p. 729; Story on The Constitution, 5th Ed., Vol. 2, p. 646; Encyclopaedia of the Social Sciences, Vol. X, p. 471, 474.And that, is why you can’t in the US even if states like CA, CT, and NY refuse to understand that. If SCOTUS would actually at least hear a case we’d have either a clarification of Miller, or those laws would be struck down. (Which is why, imho, the court has refused to hear any such case.)
What are the best way to target restaurant owners to generate leads?
Terms Of UseRESTAURANT OWNERSThis Restaurant Agreement (the "Agreement") constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (the "Restaurant"), and MealHi5 LLC. and its affiliates (collectively, "MealHi5"), regarding the Restaurant's use of MealHi5' website, currently located at Places To Order Meals & Takeaway Restaurant Food Delivery Online (including the webpages contained or hyperlinked therein and owned or controlled by MealHi5, the "Website"), and the Restaurant's inclusion in applicable services provided by MealHi5 via the Website (as determined by MealHi5 from time to time and in its sole and absolute discretion) and such other media or media channels, devices, software, or technologies as MealHi5 may choose from time to time (the "MealHi5 Services").RESTAURANT MENUThe Restaurant agrees to provide, and thereafter maintain and promptly update for so long as the Restaurant this Agreement is effective, true, accurate, current and complete information regarding the Restaurant as is requested during the Restaurant's registration process via the Website (the "Registration Process").MealHi5 may perform a variety of marketing activities to promote the Restaurant and the Restaurant's menu, many of which are described on the Website; provided, however, that all such marketing activities will be determined in MealHi5Hour's sole and absolute discretion and the Website may be changed, without notice and from time to time, to reflect any such changes.The Restaurant will provide MealHi5 with the Restaurant's current menu, and any updates, changes, or modifications thereto (the "Restaurant Menu"), in such format as is requested by MealHi5 (collectively, the "Marketing Materials") for MealHi5' inclusion in the Website and the MealHi5 Services or for any marketing or advertising activities undertaken by MealHi5, in its sole and absolute discretion (the "MealHi5 Marketing Activities"). The Restaurant hereby grants to MealHi5 a non-exclusive, transferable, royalty-free, fully-paid, worldwide license, to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such Marketing Materials, including any trademarks, trade names, service marks, logos, telephone numbers, and addresses therein, for any purpose, including marketing, commercial, advertising, promotional activities or otherwise, and with a right to sublicense, in connection with the Website, the MealHi5 Services, or the MealHi5 Marketing Activities; and, in connection with MealHi5' exercise of the license rights granted by the Restaurant, MealHi5 may prepare derivative works of, or incorporate into other works, all or any portion of the Marketing Materials. The license rights granted hereby will apply to any form, media, or technology now known or hereafter developed. MealHi5 does not assert any ownership over the Marketing Materials; rather, as between MealHi5 and the Restaurant, and subject to the rights granted to MealHi5 herein, the Restaurant shall be the owner of its Marketing Materials and the intellectual property rights associated thereto.We do take customer satisfaction very seriously and, in addition to contacting the applicable Restaurant directly, we ask that you notify MealHi5 of all complaints or concerns that you might have regarding the Restaurants.ORDERSThe Restaurant acknowledges and agrees that the end-user customers of the MealHi5 Services (the "Customers") may place orders with the Restaurant, through the MealHi5 Website or other media or media channels, devices, software, or technologies as may be included within the MealHi5 Services, for the food and beverages, and pick-up and/or delivery services in connection therewith, as is set forth on the Restaurant Menu (the "Customer Orders"). Upon placement of such a Customer Order, MealHi5 will send written confirmation thereof to the Restaurant via the fax number or email address currently in the Restaurant's Website account information or via such other delivery method as MealHi5 and the Restaurant may agree upon (the "Order Confirmation"), and which Order Confirmation contains a confirmation code for the Customer Order. MealHi5 currently follows the Order Confirmation with an automatic telephone call (the "Phone Confirmation"), which requests that the Restaurant confirm receipt of the Order Confirmation by entering the Customer Order's confirmation code; these Phone Confirmations may be recorded, and the Restaurant hereby consents to such recording (and will notify all of its employees and service providers that receive the Phone Confirmations that the call may be recorded).When the Restaurant provides a Customer with the applicable Customer Order (either via pick-up or delivery), the Restaurant agrees to have the Customer sign the MealHi5 Order Receipt Form. The Restaurant agrees to keep a copy of each signed Order Receipt Form for at least 3 months following the date of the applicable Customer Order, and the Restaurant will promptly deliver to MealHi5 copies of these executed Order Receipt Form upon request by MealHi5.PAYMENTMealHi5 Services currently allow a Customer to pay for a Customer Order via credit card, PayPal®, or through payment directly to the Restaurant. If the Customer Order is paid via credit card or PayPal, the full purchase price for such Customer Order, including sales and any other applicable taxes, shall be processed and received by MealHi5 and, at least once per calendar month, MealHi5 will deliver to the Restaurant the aggregate purchase price of all Customer Orders applicable to the Restaurant that were so processed by MealHi5, less MealHi5' commission percentage (the "Commission Percentage") and the applicable credit card merchant payment processing fee, via direct bank deposit or check (the "Processing Fee"). The applicable Commission Percentage and Processing Fee are set below. If the Customer Order is to be paid directly to the Restaurant, then, at least once per calendar month, MealHi5 may invoice the Restaurant for the Commission Percentage due on applicable Customer Orders, and the Restaurant shall pay such invoice within fifteen days of receipt; payment shall be made within 15 days of receipt of the applicable invoice and via either credit card or check at MealHi5' sole and absolute discretion. Late payments will bear interest at a rate equal to the lesser of one percent (1%) per month (or portion thereof) or the maximum interest rate otherwise permitted by applicable law.COMMISSION PERCENTAGEThe Commission Percentage shall mean 10% of Restaurant's Net Sales, as defined below. "Net Sales" means the gross amount charged by Restaurant to any customer that is attributable to any order through the MealHi5 Service, less all: (a) taxes (e.g., sales) other than taxes based upon Company’s net income, (b) gratuities, and (c) amounts allowed or credited due to returns.PROCESSING FEEThe following table sets forth the applicable Processing Fee for all permitted credit card merchants :PAYPAL4%PARTNER CREDIT4%MASTER CARD4%VISA4%AMERICAN EXPRESS4%DISCOVER4%TAXESNotwithstanding anything to the contrary herein, the Restaurant is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with Customer Orders and the Restaurant's use of the Website and the MealHi5 Services. MealHi5 may charge and collect sales tax from Customers as an agent on behalf of the Restaurant in accordance with instructions provided by the Restaurant or applicable law; and, in which case, MealHi5 will collect such sales tax solely as an agent on behalf of the Restaurant and shall pay such amount collected to the Restaurant (or as may be otherwise required by applicable law). The Restaurant shall be solely responsible for verifying amounts collected, filing the appropriate tax returns, and remitting the proper amount to the appropriate taxing authorities. Sales tax shall include any sales, use, privilege, gross receipts, restaurant, excise, or other tax due in relation to the sale of food and beverages, including pick-up and delivery services (if applicable), by the Restaurant.CASH COUPONSCash Coupons are a great way for Restaurant to increase sales and promote its Restaurant on MealHi5. Cash Coupons give Customers with valid MealHi5 accounts the ability to receive discount credits (not cash) on future purchases from participating Cash Coupon restaurants. The Cash Coupons accrue in the Customer's account until (i) they expire thirty (30) days from the order date, (ii) they are applied against a future order with a participating restaurant or (iii) the Customer's account is closed.Restaurant selects the discount percent amount to be applied to the Customers' Cash Coupons in the Restaurant's administration account page, which may be modified at any time. When a Customer places a Customer Order, the discount percent is applied against the amount owed by Customer for the Customer Order (the "Discount Amount") and added as a credit to the Customer's Cash Coupon account. MealHi5 automatically deducts the Discount Amount from the amount otherwise payable to the Restaurant for that Customer Order. When a Customer places another Customer Order with Restaurant within the next thirty (30) days, Restaurant will receive its normal share of the revenue, unless the Restaurant remains enrolled in the Cash Coupon program and another Discount Amount is applied.The individual and monthly total Cash Coupon reports are available on the Restaurant account page. Restaurant may terminate its participation in the Cash Coupon program at any time without penalty or cost on the Restaurant's account page. The Cash Coupons have no cash value and are not transferable, unless otherwise required by law.RESTAURANT REPRESENTATIONS, WARRANTS, AND COVENANTSThe Restaurant hereby represents, warrants, and covenants that:a. the prices charged to Customers through the MealHi5 Services will not be higher than those charged to any customers that place orders directly with the Restaurant;b. it will comply, and prepare, sell, market, and provide all foods in strict compliance, with all federal, state, and local laws, rules, regulations, and standards pertaining to food preparation, sale, marketing, safety, and as otherwise applicable to the Restaurant's operation of its business.c. it will not offer for sale any potentially hazardous food, alcoholic beverage, tobacco product, or any other item prohibited by law or by MealHi5' then-current policies;d. it bears all risks to persons and property arising from its (or its employees' or service providers') contact therewith, and waives, and agrees to indemnify MealHi5 for, any and all claims relating thereto against MealHi5.e. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of the Restaurant's Marketing Materials pursuant to the license rights granted to MealHi5 by this Agreement does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party; andf. The Restaurant's Marketing Materials do not violate any state or federal law, rule, or regulation applicable thereto, including with respect to electronic advertising.MEALHI5 CONTENTExcluding the Marketing Materials, all of the content on the Website and included in the MealHi5 Services (including without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics, the "MealHi5 Content"), including the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to MealHi5, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All MealHi5 graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of MealHi5 in the U.S. and/or other countries. MealHi5' trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of MealHi5. The Restaurant agrees not to circumvent, disable or otherwise interfere with any security related features of the Website or the MealHi5 Services, or any other features that seeks to either prevent or restrict the use or copying of any MealHi5 Content or enforce limitations on use of the Website, the MealHi5 Services, or the MealHi5 Content therein.CUSTOMER DATA"Customer Data" means any and all identifiable information about purchasers generated or collected by MealHi5 or the Restaurant, including, but not limited to, purchasers'name, shipping addresses, email addresses, phone numbers, and purchaser preferences and tendencies; and the Restaurant agrees that the Restaurant will only use the Customer Data in fulfilling the applicable Customer Order and in complying with the Restaurant's obligations in this Agreement, and the Restaurant agrees that Customer Data will not be used to enhance any file or list of the Restaurant or any third party. The Restaurant represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The Restaurant agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling the applicable Customer Order. The Restaurant (and any other persons to whom the Restaurant provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the Restaurant (or otherwise on its behalf), the Restaurant shall ensure that it (and any applicable third parties) adopt, post, and processes the Customer Data in conformity with an appropriate and customary privacy policy.For purposes of this Agreement, the restrictions set forth herein on the Restaurant's use of Customer Data do not apply to: (a) data from any customer who was a customer of Restaurant prior to the Restaurant using the Website or the MealHi5 Services, but only with respect to data that was so previously provided to the Restaurant by such customer; or (b) data supplied by a customer directly to the Restaurant who becomes a customer of the Restaurant and who explicitly opts in to receive communications from the Restaurant for the purposes for which such Customer Data will be used by Merchant; and, provided in all cases, that the Restaurant handles and uses such Customer Data in compliance with applicable Laws and the Restaurant's posted privacy policy.TERM AND TERMINATIONThis Agreement is effective upon the Restaurant's initial Registration Process and will remain in full force and effect for so long as the Restaurant is included on the Website as part of the MealHi5 Services. Either MealHi5 and the Restaurant may terminate this Agreement any time, for any reason, with or without notice by providing written notice to the other. Neither party shall have any liability to the other party for damages suffered by a party as the result of any such termination. MealHi5 will, as soon as practicable following such termination (or notice thereof, if terminated by the Restaurant), remove the Restaurant from inclusion in the MealHi5 Services and the Website.Upon termination, each party shall promptly pay to the other any outstanding amounts owed for applicable Customer Orders prior to such termination. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.DISPUTESIf there is a dispute between the Restaurant and a Customer, the Restaurant understands and agrees that MealHi5 is under no obligation with respect thereto, and the Restaurant, to the fullest extent permitted by law, hereby releases MealHi5 and its affiliates, and each of their respective officers, directors, employees, service providers, affiliates, agents, and successors from, and agrees to indemnify each of the foregoing for any losses incurred in connection with, any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the MealHi5 Services.All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Agreement, the Website, or the MealHi5 Services shall be governed and construed by the law of the State of Delaware, excluding such state's conflicts of law rules. Any legal action of whatever nature by or against MealHi5 arising out of or related in any respect to this Agreement, the Website, or the MealHi5 Services shall be brought solely in the applicable federal or state courts located in or with jurisdiction over Delaware, and the Restaurant hereby agrees to such venue as the sole and exclusive venue for the resolution of any disputes with MealHi5 subject, however, to the right of MealHi5, at MealHi5' sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. The Restaurant hereby consents to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by the Restaurant related in any way to this Agreement, the Website, or the MealHi5 Services be instituted more than two (2) years after the cause of action first arose.DISCLAIMERSTO THE FULLEST EXTENT PERMITTED BY LAW, MEALHI5 AND ITS AFFILITES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE AND THE MEALHI5 SERVICES AND ANY USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MEALHI5 MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S OR THE MEALHI5 SERVICES' CONTENT OR THE CONTENT OF ANY OTHER WEBSITES LINKED TO THE WEBSITE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE RESTAURANT'S ACCESS TO AND USE OF THE WEBSITE AND THE MEALHI5 SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF MEALHI5' SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR OTHERWISE WITH RESPECT TO THE MEALHI5 SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR THE MEALHI5 SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR THE MEALHI5 SERVICES.LIMITATIONS OF LIABILITYIN NO EVENT SHALL MEALHI5 OR ITS AFFILIATES OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVICE PROVIDERS, AFFILIATES, OR AGENTS BE LIABLE TO RESTAURANT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM THE WEBSITE OR THE MEALHI5 SERVICES, EVEN IF MEALHI5 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY LAW, MEALHI5' LIABILITY TO RESTAURANT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE RESTAURANT TO MEALHI5 FOR THE MEALHI5 SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION FIRST ARISING.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE RESTAURANT, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO THE RESTAURANT, AND THE RESTAURANT MAY HAVE ADDITIONAL RIGHTS.IF THE RESTAURANT IS A DELAWARE RESIDENT, THE RESTAURANT WAIVES DELAWARE CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."INDEMNITYThe Restaurant hereby agrees to defend, indemnify and hold MealHi5 and its affiliates, and each of their respective directors, officers, employees, services providers, and agents (collectively, the "MealHi5 Indemnitees") harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any party due to or arising out of the Restaurant's Marketing Materials, the Website, the MealHi5 Services, or any breach by the Restaurant of this Agreement. Notwithstanding the foregoing, MealHi5 reserves the right, at the Restaurant's expense, to assume the exclusive defense and control of any matter for which the Restaurant may be required to indemnify an MealHi5 Indemnitee, and the Restaurant agree to cooperate, at the Restaurant's expense, with MealHi5' defense of such claims. MealHi5 will use reasonable efforts to notify the Restaurant of any such claim, action, or proceeding which may be subject to this indemnification upon MealHi5 becoming thereof.INSURANCEThe Restaurant shall at all times maintain comprehensive public liability insurance (which may be under a blanket policy), issued by a licensed insurer rated A+10 or better in "Best's Insurance Guide", insuring the Restaurant against any liability arising out the lease, use, occupancy of maintenance of its premises and all areas appurtenant thereto and the operation of the business, which will have a limit of not less than $2,000,000 combined single limit for injury to, or death of, one or more persons per occurrence, and for damage to tangible property per occurrence.NOTICESExcept as explicitly stated otherwise, any notices given to MealHi5 shall be given by email to [email protected]. Any notices given to the Restaurant shall be to the email address provided during the Registration Process (or as such information may be updated via the Website by Restaurant from time to time) provided, however, that MealHi5 may also give notices via regular mail.Additionally, the Restaurant may contact MealHi5 at the address, fax, and telephone number provided below (as may be updated by MealHi5 from time to time) with respect to any complaint regarding the MealHi5 Services or to receive further information regarding the MealHi5 Services.Places To Order Meals & Takeaway Restaurant Food Delivery Online Email: [email protected] Phone: 855-242-0424MISCELLANEOUSThis Agreement constitutes the entire agreement between the Restaurant and MealHi5 regarding the use of the MealHi5 Services provided, further, that the Restaurant's use of and access to the Website and the MealHi5 Services shall also be subject to the Term of Use. The failure of MealHi5 to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement and the Restaurant's account with MealHi5 (including the Website and the MealHi5 Services) may not be assigned by the Restaurant without MealHi5' express written consent. MealHi5 may assign any or all of its rights and obligations to others at any time. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.MODIFICATIONSMealHi5 may modify this Agreement from time to time, and any such changes will (i) be reflected on the Website, (ii) be effective 30 calendar days after being so posted on the Website, (iii) not apply retroactively, and (iv) not apply to any disputes arising prior to the effective date of such change. The Restaurant agrees to be bound to any such changes and understands the importance of regularly reviewing this Agreement as updated on the Website to keeping the Restaurant's contact information (as indicated in the Restaurant's account details via the Website) current.Notwithstanding anything to the contrary herein, MealHi5 reserves the right to, at any time and from time to time, change, alter, modify, suspend, discontinue, or otherwise amend, temporarily or permanently, the Website and the MealHi5 Services (or any part thereof) with or without notice. The Restaurant agrees that MealHi5 shall have no liability to the Restaurant or to any third party for any change, alteration, modification, suspension, discontinuance, or amendment of the Website or the MealHi5 Services.
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