NIBBLES TERMS OF USE

Welcome! Nibbles PBC ("Nibbles", "we", "us" or "our") is a Delaware public benefit corporation which provides access to credit products, pet insurance, and other products and services for pet owners (collectively, the “Services”). These Terms of Use are a legally binding agreement between you ("you") and Nibbles concerning your access to and use of our website, located at https://nibbles.com, as well as any other media, website or application (including our mobile applications) related, linked or otherwise connected to https://nibbles.com (collectively, the "Platform"). You agree that by accessing the Platform, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN YOU ARE PROHIBITED FROM USING THE PLATFORM AND YOU MUST IMMEDIATELY DISCONTINUE USE OF THE PLATFORM.

The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for Services through the Platform.

You may not access or use the Platform in any way that could or is intended to damage or impair the Platform or any server or network underlying the Platform, or interfere with anyone else's use and enjoyment of the Platform. You are also granted a limited, revocable, and nonexclusive right to create a hyperlink to the Platform or its any Content (defined below) therein so long as the link does not portray Nibbles or its partners, or its products or services in a false, misleading, derogatory, or otherwise offensive matter or imply a sponsorship or endorsement of your site, page or Content by us.

NIBBLES RETAINS THE RIGHT TO DENY ACCESS TO THIS SITE TO ANYONE WITHOUT NOTICE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OF ANY OF THESE TERMS OF USE, INCLUDING ANY USE RIGHTS.

We care about data privacy and security. Please review our Privacy Policy carefully. By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised that the Platform is hosted in the United States. If you access the Platform from any other region of the world with laws or other requirements governing personal data collection, use or disclosure that differ from applicable laws in the United States, then through your continued use of the Platform, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

Except as expressly set forth herein, the Platform consists of our proprietary information and all code, databases, documents, functionality, software, designs, audio, video, text, photographs and graphics on the Platform (collectively, the "Content") and the names, trademarks, service marks, and logos contained therein (collectively, the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Platform "as is" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Platform. Content, or Marks (or any derivatives thereof) may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed or performed, encoded, translated, transmitted, distributed, sold, licensed or otherwise exploited for any commercial purpose whatsoever, without our express written permission, which may be withheld in our sole discretion.

Subject to your compliance with these Terms of Use, you are granted a nonexclusive, revocable license for you to access and use the Platform and the Services and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

By using the Platform, you represent, warrant and covenant that: (a) any information you submit to us will be true, accurate, current and complete in all respects; (b) you will maintain the accuracy of such information and promptly update such information as necessary; (c) you have the legal capacity and you agree to comply with these Terms of Use; (d) you are not a minor in the jurisdiction in which you reside; (e) you will not access the Platform through automated means, whether through a bot, script or otherwise; (f) you will not use the Platform for any illegal or unauthorized purpose; and (g) your use of the Platform will not violate any applicable law or regulation. If you provide any information that is false, misleading, inaccurate, not current or incomplete, we have the right, but not the obligation, to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof), with or without notice.

If you register with the Platform, you agree to keep your login credentials (e.g., username, password) confidential and will be responsible for all use of your account and login credentials. We reserve the right to remove, reclaim or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene or otherwise objectionable.

We accept the forms of payment indicated on the Platform from time to time. You agree to provide current, complete and accurate information for all purchases. You further agree to provide up-to-date account and payment information so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as we deem necessary or appropriate. We may change prices at any time, subject to applicable laws and regulations. All payments must be in US Dollars.

You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order.

The Platform does not require users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Platform and through third-party websites. Any Contributions you transmit that include personal information shall be treated in accordance with our Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

• Your Contributions are not false, inaccurate or misleading in any way.
• The creation, distribution, transmission, public display or performance and the accessing, downloading or copying of your Contributions do 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.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize us, the Platform and other users of the Platform to use your Contributions in any manner contemplated by the Platform and these Terms of Use.
• Your Contributions do not violate any applicable law, regulation or rule.
• You have the written consent, release and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms of Use.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous or otherwise objectionable or inappropriate (as determined by us in our sole discretion).
• Your Contributions do not ridicule, mock, disparage, intimidate or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
• Your Contributions do not violate any applicable law concerning child pornography or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap.
• 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 Platform or the Content in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platform and the Content.

You and Nibbles agree that we may access, store, process and use any information and personal data that you provide following the terms of our Privacy Policy and your choices that you communicate to us (including by adjusting your account settings on the Platform).

By uploading Contributions, you agree to give us a non-exclusive, non-transferable and royalty-free license to use such Contributions in furtherance of the operation of the Platform. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, no one (other than the originating user) shall have the right to commercialize, sublicense or sell for value any other user’s Contributions without the original user’s express, written consent, except to the extent such Content is used by us in furtherance of the operation of the Platform.

You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We do not assert any ownership over your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. You are solely responsible for your Contributions to the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

Notwithstanding the foregoing, you agree that we have the right to use any aggregated, non-identifiable information collected by us in connection with your use of the Platform at any time and for any legitimate business purpose.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Platform or the Content (“Feedback”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of all Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to Feedback, and you hereby warrant that all Feedback is your original creation or that you have the right to submit such Feedback to us. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary rights in or to your Feedback.

You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used for any commercial purpose unless expressly permitted by us in writing.

In the course of your use of the Platform, you agree not to:

• Make any unauthorized use of the Platform, including collecting information (including usernames and/or email addresses) about users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Systematically retrieve data or other Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from us.
• Delete the copyright or other proprietary rights notice from any Content.
• Interfere with, disrupt or create an undue burden on the Platform or the networks or services connected to the Platform.
• Use the Platform to advertise or offer to sell goods and services.
• Circumvent, disable or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Platform.
• Trick, defraud or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools.
• Attempt to impersonate another user or person or use the username of another user.
• Sell or otherwise transfer your profile or any Content.
• Use any information obtained from the Platform in order to harass, abuse or harm another person.
• Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Platform.
• Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform or any portion of the Platform.
• Harass, annoy, intimidate or threaten any of our employees or agents engaged in providing any portion of the Platform to you.
• Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript or other code.
• 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 might interfere with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Platform.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
• Disparage, tarnish or otherwise harm us and/or the Platform.
• Use the Platform in a manner inconsistent with any applicable laws or regulations.
• Share your Nibbles login information with others.

The Platform may contain (or you may be sent via the Platform or the Content) links to other websites or applications (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (“Third-Party Materials”). Such Third-Party Websites and Third-Party Materials are not investigated, monitored or checked for accuracy, appropriateness or completeness by us, and we are not responsible for any Third Party Websites accessed through the Platform or any Third-Party Materials posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in Third-Party Websites or Third-Party Materials. Inclusion of, linking to or permitting the use or installation of any Third-Party Websites or Third-Party Materials does not imply our approval or endorsement. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Materials, you do so at your own risk, and you should be aware these Terms of Use do not govern your use or installation of any Third-Party Websites or any Third-Party Materials. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other organizations, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Materials or any contact with Third-Party Websites.

We reserve the right, but have no obligation, to: (a) monitor the Platform for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (d) in our sole discretion and without limitation, notice or liability, to remove from the Platform or otherwise disable all files and content or Contributions in our sole discretion; and (e) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform, the Content, or the Services.

We control the Platform from within the United States. We make no representation that the Platform or Content are appropriate or available for use in other locations. The Content 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. Users who access the Platform from outside the United States do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable.

We reserve the right to change, modify or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Platform. We also reserve the right to modify or discontinue all or part of the Content without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Platform or the Content.

We cannot guarantee the Platform or the Content will be available at all times. We may experience hardware, software or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue or otherwise modify the Platform or the Content at any time or for any reason without notice to you. You agree that we shall have no liability whatsoever for any loss, damage or inconvenience caused by your inability to access or use the Platform or the Content during any downtime or discontinuance of all or any portion of the Platform or the Content. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Platform or the Content or to supply any corrections, updates or releases in connection therewith.

These Terms of Use shall remain in full force and effect while you use the Platform or subscribe to our services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE PLATFORM AND THE CONTENT (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF THE PLATFORM AND THE CONTENT OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal and injunctive redress.

Supplemental terms and conditions or documents that may be posted on the Platform from time to time (including, without limitation, our Privacy Policy or any notices required by our partners) 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 "Effective Date" of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. 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 Platform after the date such revised Terms of Use are posted.

General

The Nibbles credit card program (“Nibbles Card”) is subject to the terms of your Nibbles Cardholder Agreement and our Privacy Notice.

As a Nibbles Card cardholder (“Cardholder”), payments on the account balance for your Nibbles Card (“Card Payments”) are handled separately from all other Nibbles and third-party products or services purchased via the Platform. Card Payments are processed by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. In connection with providing Services, you authorize us to collect and share with Dwolla your personal information including full name, email address, and financial information, and you are responsible for the accuracy and completeness of that data.

As a Cardholder, you are eligible to participate in the Nibbles Card Benefits Program (“Benefits Program”) as long as you remain an active Cardholder and maintain your account in good standing. We may change the terms and conditions of the Benefits Program, including features, offers, or offered benefits, at any time and at our discretion.

Points Program

The Benefits Program points rewards program is subject to the terms of your Credit Card Points Rewards Terms and Conditions agreement.

Pet Insurance Benefit

For qualified Nibbles Card holder accounts, our Benefits Program includes, subject to certain terms and conditions, one (1) dog or cat pet insurance policy for one eligible animal, per eligible account (“Insurance Benefit”), which we will purchase and pay the premium for on your behalf.

Eligibility for the Insurance Benefit is based on a variety of factors, including pet age, breed, health, pre-existing conditions, and cost of veterinary services in the location, and insurance carrier and underwriting guidelines. Eligibility for the Insurance Benefits is subject to change at our sole discretion, including termination of the Insurance Benefit.

General underwriting guidelines or exclusions to qualify for the Insurance Benefit may include:

• Pets less than 2 months old
• Pre-existing conditions, including but not limited to Addison’s disease, Cushing’s Disease, diabetes, and cancer
• Providing the prior 18 months of veterinary history for your pet
• Conducting a certified health examination of your pet by a licensed veterinarian

Insurance coverage is administered by multiple carriers.

Nibbles Insurance Agency LLC, a wholly-owned subsidiary of Nibbles PBC, is an insurance agency licensed in all 50 US states and the District of Columbia.
Any quote for insurance products provided to you by us are only estimates based upon the information that you provided to us and does not constitute a binding agreement to extend insurance coverage. Any descriptions of insurance products provided on the Platform are general descriptions and specific terms will vary. To obtain coverage, you must submit an application to us. All applications are subject to approval by third party underwriters. Coverages and availability may vary by location.
Any insurance policies obtained through the Platform are subject to separate contract(s) between you and the applicable insurer(s)

These Terms of Use and your use of the Platform and the Content are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to its conflict of law principles.

Any Insurance Benefit will be covered by and construed under the state of issuance of the applicable policy.

At our sole discretion, we may require you to submit any disputes arising from these Terms of Use, the Platform or the Content or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Texas law and taking place in Austin, Texas.

ARBITRATION PROCEDURES ARE TYPICALLY SUBJECT ONLY TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN US AND YOU IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU HEREBY WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

There may be information on the Platform or in the Content that contains errors, inaccuracies or omissions, including descriptions, pricing, availability and other information. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the information on the Platform at any time, without prior notice.

THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND THE CONTENT WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND THE CONTENT AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM, THE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME 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 YOUR ACCESS TO AND USE OF THE PLATFORM OR CONTENT, (C) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (E) BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) 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 PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY. YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE WHEN INTERACTING WITH ANY THIRD PARTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL WE OR ANY PARTY INVOLVED IN CREATING, PRODUCING, SUPPORTING OR DISTRIBUTING THE PLATFORM OR THE CONTENT, INCLUDING BUT NOT LIMITED TO OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL, AGGREGATE LIABILITY TO YOU WITH RESPECT TO ANY CLAIM, BASED UPON ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

You agree to defend, indemnify and hold us (including our directors, officers, employees, contractors, licensors and agents) harmless from and against any loss, damage, liability, expense, claim or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (A) your use of the Platform or the use of the Platform by another person using your login credentials; (B) your breach of these Terms of Use; (C) any breach of your representations and warranties set forth in these Terms of Use; (D) your violation of the rights of a third party, including but not limited to intellectual property rights; or (E) any overt harmful act toward any other user of the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

By using the Platform or our Services, you consent to our Electronic Communications Disclosure and TCPA Consent agreements.

These Terms of Use and any policies or rules posted by us on the Platform or in connection with the Platform constitute the entire agreement and understanding between you and us related to your use of the Platform. Our failure to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of any such right or provision. These Terms of Use will operate to the fullest extent permissible by law. We may assign all or any portion of our rights and obligations to others at any time. We will not be responsible or liable for any loss, damage, delay or failure to act caused by any reason beyond our reasonable control. If any provision or portion of a provision of these Terms of Use is determined to be unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.