AGREEMENT TO TERMS 

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Convurt, LLC (“Company,” “we,” “us,” or “our”), concerning your access to and use of the https://convurt.io/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in Georgia, United States and have our registered office at 1157 Pine Grove Ave NE, Brookhaven, GA 30319. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. 

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. 

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm- Leach-Bliley Act (GLBA). 

The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site. 

INTELLECTUAL PROPERTY RIGHTS 

Unless otherwise indicated, the Site is our proprietaryproperty and all source code, databases, functionality, software, websitedesigns, audio, video, text, photographs, 

and graphics on the Site(collectively, the “Content”) and the trademarks, servicemarks, and logoscontained therein (the “Marks”) are owned or controlled by us orlicensed tous, and are protected by copyright and trademark laws and various otherintellectual property rights and unfair competition laws of the United States,international copyright laws, and international conventions. The Content and theMarks are provided on theSite “AS IS” for your information and personal use only.Except as expressly provided in these Termsof Use, no part of the Site and noContent or Marks may be copied, reproduced,aggregated, republished, uploaded,posted, publicly displayed, encoded,translated, transmitted, distributed, sold,licensed, or otherwise exploitedfor any commercial purpose whatsoever, without ourexpress prior writtenpermission.

Provided that you are eligible to use the Site, you aregranted a limited license toaccess and use the Site and to download or print acopy of any portion of the Contentto which you have properly gained accesssolely for your personal, non-commercialuse. We reserve all rights notexpressly granted to you in and to the Site, the Contentand the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: 

(1) all registration information yousubmit will be true, accurate, current, and complete; (2) you will maintain theaccuracy of such information and promptly update such registration information asnecessary

; (3) you have the legal capacity and you agree to comply with these Termsof Use; 

(4) you are not under the age of 13; (5) you are not a minor in the jurisdictionin which you reside

, or if a minor, you have received parental permission to use theSite; (6) you will not access the Site through automated or non-human means,whether through a bot, script, or otherwise; (7) you will not use the Site for any illegalor unauthorized purpose; and (8) your use of the Site will not violate any applicablelaw or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete,we have the right to suspend or terminate your account and refuse any and allcurrent or future use of the Site (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site. You agree to keep your passwordconfidential and will be responsible for all use of your account and password. Wereserve the right to remove, reclaim, or change a username you select if wedetermine, in our sole discretion, that such username is inappropriate, obscene, orotherwise objectionable.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which wemake the Site available. The Site may not be used in connection with anycommercial endeavors except those that are specifically endorsed or approved byus.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile,directly or indirectly, a collection, compilation, database, or directory withoutwritten permission from us.

2. Trick, defraud, or mislead us and other users, especially in any attempt to learnsensitive account information such as user passwords.

3. Circumvent, disable, or otherwise interfere with security-related features of theSite, including features that prevent or restrict the use or copying of any Contentor enforce limitations on the use of the Site and/or the Content contained therein.

4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

5. Use any information obtained from the Site in order to harass, abuse, or harmanother person.

6. Make improper use of our support services or submit false reports of abuse ormisconduct.

7. Use the Site in a manner inconsistent with any applicable laws or regulations.

8. Engage in unauthorized framing of or linking to the Site.

9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses,or other material, including excessive use of capital letters and spamming(continuous posting of repetitive text), that interferes with any party’s uninterrupteduse and enjoyment of the Site or modifies, impairs, disrupts, alters, or interfereswith the use, features, functions, operation, or maintenance of the Site.

10. Engage in any automated use of the system, such as using scripts to sendcomments or messages, or using any data mining, robots, or similar datagathering and extraction tools.

11. Delete the copyright or other proprietary rights notice from any Content.

12. Attempt to impersonate another user or person or use the username ofanother user.

13. Upload or transmit (or attempt to upload or to transmit) any material that actsas a passive or active information collection or transmission mechanism, includingwithout limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, webbugs, cookies, or other similar devices (sometimes referred to as “spyware” or“passive collection mechanisms” or “pcms”).

14. Interfere with, disrupt, or create an undue burden on the Site or the networksor services connected to the Site.

15. Harass, annoy, intimidate, or threaten any of our employees or agentsengaged in providing any portion of the Site to you.

16. Attempt to bypass any measures of the Site designed to prevent or restrictaccess to the Site, or any portion of the Site.

17. Copy or adapt the Site’s software, including but not limited to Flash, PHP,HTML, JavaScript, or other code.

18. Except as permitted by applicable law, decipher, decompile, disassemble, orreverse engineer any of the software comprising or in any way making up a part ofthe Site.

19. Except as may be the result of standard search engine or Internet browserusage, use, launch, develop, or distribute any automated system, includingwithout limitation, any spider, robot, cheat utility, scraper, or offline reader thataccesses the Site, or using or launching any unauthorized script or other software.

20. Use a buying agent or purchasing agent to make purchases on the Site.

21. Make any unauthorized use of the Site, including collecting usernames and/oremail addresses of users by electronic or other means for the purpose of sendingunsolicited email, or creating user accounts by automated means or under falsepretenses.

22. Use the Site as part of any effort to compete with us or otherwise use the Siteand/or the Content for any revenue-generating endeavor or commercialenterprise.

USER GENERATED CONTRIBUTIONS 

The Site may invite you to chat, contribute to, or participate in blogs, messageboards, online forums, and other functionality, and may provide you with theopportunity to create, submit, post, display, transmit, perform, publish, distribute, orbroadcast content and materials to us or on the Site, including but not limited to text,writings, video, audio, photographs, graphics, comments, suggestions, or personalinformation or other material (collectively, “Contributions”). Contributions may beviewable by other users of the Site and through third-party websites. As such, anyContributions you transmit may be treated as non-confidential and non-proprietary.When you create or make available any Contributions, you thereby represent andwarrant that:

1. The creation, distribution, transmission, public display, or performance, and theaccessing, downloading, or copying of your Contributions do not and will notinfringe the proprietary rights, including but not limited to the copyright, patent,trademark, trade secret, or moral rights of any third party.2. You are the creator and owner of or have the necessary licenses, rights,consents, releases, and permissions to use and to authorize us, the Site, andother users of the Site to use your Contributions in any manner contemplated bythe Site and these Terms of Use.3. You have the written consent, release, and/or permission of each and everyidentifiable individual person in your Contributions to use the name or likeness ofeach and every such identifiable individual person to enable inclusion and use ofyour Contributions in any manner contemplated by the Site and these Terms ofUse.4. Your Contributions are not false, inaccurate, or misleading.5. Your Contributions are not unsolicited or unauthorized advertising, promotionalmaterials, pyramid schemes, chain letters, spam, mass mailings, or other forms of

solicitation.6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,libelous, slanderous, or otherwise objectionable (as determined by us).7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuseanyone.8. Your Contributions are not used to harass or threaten (in the legal sense ofthose terms) any other person and to promote violence against a specific personor class of people.9. Your Contributions do not violate any applicable law, regulation, or rule.10. Your Contributions do not violate the privacy or publicity rights of any thirdparty.11. Your Contributions do not violate any applicable law concerning childpornography, or otherwise intended to protect the health or well-being of minors.12. Your Contributions do not include any offensive comments that are connectedto race, national origin, gender, sexual preference, or physical handicap.13. Your Contributions do not otherwise violate, or link to material that violates,any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and mayresult in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site 

or making Contributionsaccessible to the Site by linking your account from the Site to any of your socialnetworking accounts, you automatically grant, and you represent and warrant thatyou have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license tohost, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive,store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt(in whole or in part), and distribute such Contributions (including, without limitation,your image and voice) for any purpose, commercial, advertising, or otherwise, and toprepare derivative works of, or incorporate into other works, such Contributions, andgrant and authorize sublicenses of the foregoing. The use and distribution may occurin any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafterdeveloped, and includes our use of your name, company name, and franchise name,as applicable, and any of the trademarks, service marks, trade names, logos, andpersonal and commercial images you provide. You waive all moral rights in yourContributions, and you warrant that moral rights have not otherwise been asserted inyour Contributions.

We do not assert any ownership over your Contributions. You retain full ownership ofall of your Contributions and any intellectual property rights or other proprietary rightsassociated with your Contributions. We are not liable for any statements orrepresentations in your Contributions provided by you in any area on the Site. Youare solely responsible for your Contributions to the Site and you expressly agree toexonerate us from any and all responsibility and to refrain from any legal actionagainst us regarding your Contributions. 

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwisechange any Contributions; (2) to re-categorize any Contributions to place them inmore appropriate locations on the Site; and (3) to pre-screen or delete anyContributions at any time and for any reason, without notice. We have no obligationto monitor your Contributions.

GUIDELINES FOR REVIEWS

We may provide you areas on the Site to leave reviews or ratings. When posting areview, you must comply with the following criteria: (1) you should have firsthandexperience with the person/entity being reviewed; (2) your reviews should not containoffensive profanity, or abusive, racist, offensive, or hate language; (3) your reviewsshould not contain discriminatory references based on religion, race, gender, nationalorigin, age, marital status, sexual orientation, or disability; (4) your reviews should notcontain references to illegal activity; (5) you should not be affiliated with competitors ifposting negative reviews; (6) you should not make any conclusions as to the legalityof conduct; (7) you may not post any false or misleading statements; and (8) you may

not organize a campaign encouraging others to post reviews, whether positive ornegative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutelyno obligation to screen reviews or to delete reviews, even if anyone considersreviews objectionable or inaccurate. Reviews are not endorsed by us, and do notnecessarily represent our opinions or the views of any of our affiliates or partners. Wedo not assume liability for any review or for any claims, liabilities, or losses resultingfrom any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right andlicense to reproduce, modify, translate, transmit by any means, display, perform,and/or distribute all content relating to reviews.

SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accountsyou have with third-party service providers (each such account, a “Third-PartyAccount”) by either: (1) providing your Third-Party Account login information throughthe Site; or (2) allowing us to access your Third-Party Account, as is permitted underthe applicable terms and conditions that govern your use of each Third-PartyAccount. You represent and warrant that you are entitled to disclose your Third-PartyAccount login information to us and/or grant us access to your Third-Party Account,without breach by you of any of the terms and conditions that govern your use of theapplicable Third-Party Account, and without obligating us to pay any fees or makingus subject to any usage limitations imposed by the third-party service provider of theThird-Party Account. By granting us access to any Third-Party Accounts, youunderstand that (1) we may access, make available, and store (if applicable) anycontent that you have provided to and stored in your Third-Party Account (the “SocialNetwork Content”) so that it is available on and through the Site via your account,including without limitation any friend lists and (2) we may submit to and receive fromyour Third-Party Account additional information to the extent you are notified whenyou link your account with the Third-Party Account. Depending on the Third-PartyAccounts you choose and subject to the privacy settings that you have set in suchThird-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Pleasenote that if a Third-Party Account or associated service becomes unavailable or ouraccess to such Third Party Account is terminated by the third-party service provider,then Social Network Content may no longer be available on and through the Site.You will have the ability to disable the connection between your account on the Siteand your Third-Party Accounts at any time. PLEASE NOTE THAT YOURRELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATEDWITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOURAGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make noeffort to review any Social Network Content for any purpose, including but not limitedto, for accuracy, legality, or non-infringement, and we are not responsible for anySocial Network Content. You acknowledge and agree that we may access your emailaddress book associated with a Third-Party Account and your contacts list stored onyour mobile device or tablet computer solely for purposes of identifying and informingyou of those contacts who have also registered to use the Site. You can deactivatethe connection between the Site and your Third-Party Account by contacting us usingthe contact information below or through your account settings (if applicable). We willattempt to delete any information stored on our servers that was obtained throughsuch Third-Party Account, except the username and profile picture that becomeassociated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas,feedback, or other information regarding the Site (“Submissions”) provided by you tous are non-confidential and shall become our sole property. We shall own exclusiverights, including all intellectual property rights, and shall be entitled to the unrestricteduse and dissemination of these Submissions for any lawful purpose, commercial orotherwise, without acknowledgment or compensation to you. You hereby waive allmoral rights to any such Submissions, and you hereby warrant that any suchSubmissions are original with you or that you have the right to submit suchSubmissions. You agree there shall be no recourse against us for any alleged oractual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITE AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs,music, sound, video, information, applications, software, and other content or itemsbelonging to or originating from third parties (“Third-Party Content”). Such Third-PartyWebsites and Third-Party Content are not investigated, monitored, or checked foraccuracy, appropriateness, or completeness by us, and we are not responsible forany Third-Party Websites accessed through the Site or any Third-Party Contentposted on, available through, or installed from the Site, including the content,accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of orcontained in the Third-Party Websites or the Third-Party Content. Inclusion of, linkingto, or permitting the use or installation of any Third-Party Websites or any Third-PartyContent does not imply approval or endorsement thereof by us. If you decide to leavethe Site and access the Third-Party Websites or to use or install any Third-PartyContent, you do so at your own risk, and you should be aware these Terms of Use nolonger govern. You should review the applicable terms and policies, including privacyand data gathering practices, of any website to which you navigate from the Site orrelating to any applications you use or install from the Site. Any purchases you makethrough Third-Party Websites will be through other websites and from othercompanies, and we take no responsibility whatsoever in relation to such purchaseswhich are exclusively between you and the applicable third party. You agree andacknowledge that we do not endorse the products or services offered on Third-PartyWebsites and you shall hold us harmless from any harm caused by your purchase ofsuch products or services. Additionally, you shall hold us harmless from any lossessustained by you or harm caused to you relating to or resulting in any way from anyThird-Party Content or any contact with Third-Party Websites.

ADVERTISERS

We allow advertisers to display their advertisements and other information in certainareas of the Site, such as sidebar advertisements or banner advertisements. If youare an advertiser, you shall take full responsibility for any advertisements you placeon the Site and any services provided on the Site or products sold through thoseadvertisements. Further, as an advertiser, you warrant and represent that youpossess all rights and authority to place advertisements on the Site, including, but notlimited to, intellectual property rights, publicity rights, and contractual rights. Wesimply provide the space to place such advertisements, and we have no otherrelationship with advertisers.

SITE MANAGEMENT

We reserve theright, but not the obligation, to: (1) monitor the Site for violations ofthese Terms of Use; (2) take appropriate legal action against anyone who, inour solediscretion, violates the law or these Terms of Use, including withoutlimitation,reporting such user to law enforcement authorities; (3) in our solediscretion andwithout limitation, refuse, restrict access to, limit theavailability of, or disable (to theextent technologically feasible) any ofyour Contributions or any portion thereof; (4) inour sole discretion andwithout limitation, notice, or liability, to remove from the Site orotherwisedisable all files and content that are excessive in size or are in any wayburdensome to our systems; and (5) otherwise manage the Site in a mannerdesigned to protect our rights and property and to facilitate the properfunctioning ofthe Site.

PRIVACY POLICY

We care about data privacy and security. Please review our PrivacyPolicy: https://convurt.io/resources/privacy-policy/. By using the Site, you agreeto be bound by our Privacy Policy, which is incorporated into these Terms of Use.Please be advised the Site is hosted in the United States. If you access the Site fromany other region of the world with laws or other requirements governing personaldata collection, use, or disclosure that differ from applicable laws in the UnitedStates, then through your continued use of the Site, you are transferring your data tothe United States, and you agree to have your data transferred to and processed inthe United States. 

Further, we do not knowingly accept, request, or solicit informationfrom children or knowingly market to children. Therefore, in accordance with the U.S.Children’s Online Privacy Protection Act, if we receive actual knowledge that anyoneunder the age of 13 has provided personal information to us without the requisite and

verifiable parental consent, we will delete that information from the Site as quickly asis reasonably practical.

COPYRIGHT INFRINGEMENTS

We respect theintellectual property rights of others. If you believe that any materialavailable on or through the Siteinfringes upon any copyright you own or control,please immediately notify ususing the contact information provided below (a“Notification”). A copy of your Notification will be sent tothe person who posted orstored the material addressed in theNotification. Please be advised thatpursuant toapplicable law you may be held liable for damages if you make materialmisrepresentations in a Notification. Thus, if you are not sure that materiallocated onor linked to by the Site infringes your copyright, you shouldconsider first contactingan attorney.

TERM ANDTERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WERESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICEOR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDINGBLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON ORFOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANYREPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMSOF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATEYOUR USE OR PARTICIPATION IN THE SITE OR DELETE 

YOUR ACCOUNTAND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminateor suspend your account for any reason, you are prohibited fromregistering andcreating a new account under your name, a fake or borrowed name,or the name ofany third party, even if you may be acting on behalf of the third party.Inaddition to terminating or suspending your account, we reserve the right totakeappropriate legal action, including without limitation pursuing civil,criminal, andinjunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at anytime or for any reason at our sole discretion without notice. However, we have noobligation to update any information on our Site. We also reserve the right to modifyor discontinue all or part of the Site without notice at any time. We will not be liable toyou or any third party for any modification, price change, suspension, ordiscontinuance of the Site. 

We cannot guaranteethe Site will be available at all times. We may experiencehardware, software,or other problems or need to perform maintenance related to theSite, resultingin interruptions, delays, or errors. Wereserve the right to change,revise, update, suspend, discontinue, or otherwisemodify the Site at any time or forany reason without notice to you. You agree that we have no liabilitywhatsoever forany loss, damage, or inconvenience caused by your inability toaccess or use theSite during any downtime or discontinuance of the Site. Nothing in these Terms ofUse will beconstrued to obligate us to maintain and support the Site or to supply anycorrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed inaccordance with the laws of 

the State of Georgia applicable to agreements made andto be entirely performed within 

the State of Georgia, without regard to its conflict oflaw principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claimrelated to these Terms of Use (each “Dispute” and collectively, the “Disputes”)brought by either you or us (individually, a “Party” and collectively, the “Parties”), theParties agree to first attempt to negotiate any Dispute (except those Disputesexpressly provided below) informally for at least thirty (30) days before initiatingarbitration. Such informal negotiations commence upon written notice from one Partyto the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, theDispute (except those Disputes expressly excluded below) will be finally andexclusively resolved through binding arbitration. YOU UNDERSTAND THATWITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURTAND HAVE A JURY TRIAL. The arbitration shall be commenced and conductedunder the Commercial Arbitration Rules of the American Arbitration Association(“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for ConsumerRelated Disputes (“AAA Consumer Rules”), both of which are available at the AAAwebsite: www.adr.org. Your arbitration fees and your share of arbitrator compensationshall be governed by the AAA Consumer Rules and, where appropriate, limited bythe AAA Consumer Rules. 

The arbitration may be conducted in person, through thesubmission of documents, by phone, or online. The arbitrator will make a decision inwriting, but need not provide a statement of reasons unless requested by eitherParty. The arbitrator must follow applicable law, and any award may be challenged ifthe arbitrator fails to do so. Except where otherwise required by the applicable AAArules or applicable law, the arbitration will take place in Unites States, Georgia.Except as otherwise provided herein, the Parties may litigate in court to compelarbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, orenter judgment on the award entered by the arbitrator. 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shallbe commenced or prosecuted in the state and federal courts located in Dekalb,Georgia, and the Parties hereby consent to, and waive all defenses of lack ofpersonal jurisdiction, and forum non conveniens with respect to venue andjurisdiction in such state and federal courts. Application of the United NationsConvention on Contracts for the International Sale of Goods and the UniformComputer Information Transaction Act (UCITA) is excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site becommenced more than one (1) years after the cause of action arose. If this provisionis found to be illegal or unenforceable, then neither Party will elect to arbitrate anyDispute falling within that portion of this provision found to be illegal orunenforceable, and such Dispute shall be decided by a court of competentjurisdiction within the courts listed for jurisdiction above, and the Parties agree tosubmit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between theParties individually. To the full extent permitted by law, (a) no arbitration shall bejoined with any other proceeding; (b) there is no right or authority for any Dispute tobe arbitrated on a class-action basis or to utilize class action procedures; and (c)there is no right or authority for any Dispute to be brought in a purportedrepresentative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisionsconcerning informal negotiations and binding arbitration: (a) any Disputes seeking toenforce or protect, or concerning the validity of, any of the intellectual property rightsof a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If thisprovision is found to be illegal or unenforceable, then neither Party will elect toarbitrate any Dispute falling within that portion of this provision found to be illegal orunenforceable and such Dispute shall be decided by a court of competent jurisdictionwithin the courts listed for jurisdiction above, and the Parties agree to submit to thepersonal jurisdiction of that court.

CORRECTIONS

There may beinformation on the Site that contains typographical errors,inaccuracies, oromissions, including descriptions, pricing, availability, and various

otherinformation. We reserve the right tocorrect any errors, inaccuracies, oromissions and to change or update theinformation on the Site at any time, withoutprior notice.

DISCLAIMER

THE SITE IS PROVIDEDON AN AS-IS AND AS-AVAILABLE BASIS. YOUAGREETHAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLERISK. TO THEFULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALLWARRANTIES, EXPRESS ORIMPLIED, IN CONNECTION WITH THE SITE ANDYOUR USE THEREOF, INCLUDING, WITHOUTLIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ORREPRESENTATIONS ABOUTTHE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANYWEBSITES LINKED TO THE SITEAND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITYFOR ANY (1)ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,RESULTING FROMYOUR ACCESS TO AND USE OF THE SITE, (3) ANYUNAUTHORIZED ACCESS TO OR USE OFOUR SECURE SERVERS AND/ORANY AND ALL PERSONAL INFORMATION AND/OR FINANCIALINFORMATIONSTORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OFTRANSMISSIONTO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJANHORSES, OR THE LIKE WHICHMAY BE TRANSMITTED TO OR THROUGH THESITE BY ANY THIRD PARTY, AND/OR (6) ANYERRORS OR OMISSIONS IN ANYCONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OFANY KINDINCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,TRANSMITTED, OROTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOTWARRANT, ENDORSE, GUARANTEE,OR ASSUME RESPONSIBILITY FOR ANYPRODUCT OR SERVICE ADVERTISED OR OFFERED BY ATHIRD PARTYTHROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE ORMOBILEAPPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,AND WE WILL NOT BE APARTY TO OR IN ANY WAY BE RESPONSIBLE FORMONITORING ANY TRANSACTION BETWEEN YOUAND ANY THIRD-PARTYPROVIDERS OF PRODUCTS OR SERVICES. AS WITH THEPURCHASE OF APRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,YOUSHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHEREAPPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BELIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVEDAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OROTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESSOF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO 

THEAMOUNT PAID, IF ANY, BY YOU TO US 

DURING THE SIX (6) MONTH PERIODPRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS ANDINTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIEDWARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IFTHESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS ORLIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONALRIGHTS.

INDEMNIFICATION

You agree todefend, indemnify, and hold us harmless, including our subsidiaries,affiliates, and all of our respective officers, agents, partners, andemployees, fromand against any loss, damage, liability, claim, or demand, includingreasonableattorneys’ fees and expenses, made by any third party due to orarising out of: 

(1)your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) anybreach of your representations and warranties set forth in these Terms of Use; (5)your violation of the rights of a third party, including but not limited to intellectual

property rights; or (6) any overt harmful act toward any other user of the Site withwhom you connected via the Site. Notwithstanding the foregoing, we reserve theright, at your expense, to assume the exclusive defense and control of any matter forwhich you are required to indemnify us, and you agree to cooperate, at yourexpense, with our defense of such claims. We will use reasonable efforts to notifyyou of any such claim, action, or proceeding which is subject to this indemnificationupon becoming aware of it.

USER DATA

We will maintaincertain data that you transmit to the Site for the purpose ofmanaging theperformance of the Site, as well as data relating to your use of the Site.Although we perform regular routine backupsof data, you are solely responsible forall data that you transmit or thatrelates to any activity you have undertaken using theSite. You agreethat we shall have no liability to you for any loss or corruption of anysuchdata, and you hereby waive any right of action against us arising from any suchloss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, ANDSIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electroniccommunications. You consent to receive electronic communications, and you agreethat all agreements, notices, disclosures, and other communications we provide toyou electronically, via email and on the Site, satisfy any legal requirement that suchcommunication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS,AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OFTRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. Youhereby waive any rights or requirements under any statutes, regulations, rules,ordinances, or other laws in any jurisdiction which require an original signature ordelivery or retention of non-electronic records, or to payments or the granting ofcredits by any means other than electronic means. 

CALIFORNIA USERSAND RESIDENTS

If any complaintwith us is not satisfactorily resolved, you can contact the ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment ofConsumer Affairs in writing at 1625 North Market Blvd., Suite N112, Sacramento,California 95834 or by telephone at (800) 952-5210 or (916)445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or inrespect to the Site constitute the entire agreement and understanding between youand us. Our failure to exercise or enforce any right or provision of these Terms of Useshall not operate as a waiver of such right or provision. These Terms of Use operateto the fullest extent permissible by law. We may assign any or all of our rights andobligations to others at any time. We shall not be responsible or liable for any loss,damage, delay, or failure to act caused by any cause beyond our reasonable control.If any provision or part of a provision of these Terms of Use is determined to beunlawful, void, or unenforceable, that provision or part of the provision is deemedseverable from these Terms of Use and does not affect the validity and enforceabilityof any remaining provisions. There is no joint venture, partnership, employment oragency relationship created between you and us as a result of these Terms of Use oruse of the Site. You agree that these Terms of Use will not be construed against usby virtue of having drafted them. You hereby waive any and all defenses you mayhave based on the electronic form of these Terms of Use and the lack of signing bythe parties hereto to execute these Terms of Use.

CONTACT US 

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: [email protected]

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