SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT

UPDATED: Nov 1, 2019


READ THE FOLLOWING AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING ON THE "ACCEPT" OR SIMILAR ICON BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" OR SIMILAR ICON BUTTON OR LEAVE THE WEBSITES. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT PURCHASE OR USE THE LICENSED PROGRAM OR SERVICE.

"You", "Your" and "Subscriber" means the person, entity or company who is purchasing the Services and the Licensed Program described in this Agreement. "We", "Our", "Us" and "MobileSoft" means MobileSoft Technology, Inc., a Delaware corporation.

Terms of Use for Customers & Users

MobileSoft Technology Inc. ("MobileSoft", "the Company", "We", "Us", "Our") is the owner and operator of the Website: https://mobilesoft.com ("the Platform").


These Terms of Use (this "Agreement") explain the terms by which paying subscribers ("Customers") may use the Platform, and other online or mobile services We may provide from time to time (collectively, the "Service" or “Services”). Please read this Agreement carefully before using the Service. By accessing or using the Service, You agree that You have read, understood, and agree to be bound by this Agreement, and to the collection and use of Your information as set forth in our Privacy Policy, whether or not You are a registered user of our Service. This Agreement applies to all Customers, visitors, users, and others who access the Service and those that access the mobile app our Service creates (collectively, "Users").


THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. HOW WE UPDATE THESE TERMS OF USE

This Agreement is maintained on our Website. We reserve the right, in our sole discretion, to modify or replace this Agreement from time to time, and so You should review this page periodically. When We change the Agreement in a material way, We will update the 'last updated' date at the bottom of this page. Your continued use of the Service after any such change constitutes Your acceptance of the new terms. If You do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.

2. USE OF OUR SERVICE

  1. Eligibility: Because We respect the rights of children and parents, You may use the Service only if You can form a binding contract, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is  strictly prohibited and in violation of this Agreement. Because We respect the User community, the Service is not available to any Users previously removed from the Service.
  2. Payment & Fees: Customer will pay the recurring subscription fees and other fees set forth in this proposal or in the on-line fee schedule provided at the time of sign up ("Fees"). Fees may include activation fee, reactivation fees, late fees, usage charges, fees for add on features and marketing (“Features”) and monthly Services fees, as applicable. All Fees are due when the order is placed.

You acknowledge and agree that your account will be charged a one-time set up fee for each and any of the Services You use. 

The Fees are payable in advance and are COMPLETELY NON-REFUNDABLE. You agree that for monthly subscriptions, the Company may submit charges for Your monthly service fee each month without further authorization from or notice to You, until You provide prior notice (in accordance With the Company's verification procedures, as may be established by the Company from time to time in its sole discretion) that You have terminated this authorization or wish to change Your designated card(s). Such notice will not affect charges submitted before the Company reasonably could act on Your notice. You agree that the Company may (at its option) accumulate Services fees incurred during Your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that the Company may delay obtaining authorization from Your card issuer until submission of the accumulated charge(s). This means that accumulated Services fee charges may appear on the statement You receive from Your card issuer.

The Fees must be made by the credit or debit card(s) designated by You for the Company use and transactions. The designated card must be in Your name or the name of Your business. If the payment method for Your Services account is by credit or debit card and payment is not received by the Company from the card issuer or its agent or affiliate, You agree to pay all amounts due upon demand by the Company. Each time You use the Services, or allow or cause the Services to be used, You agree and reaffirm that the Company is authorized to charge Your designated card(s). Your card issuer's agreement governs Your use of Your designated card in connection with payment for the Services, and You must refer to such agreement (not this Agreement) with respect to Your rights and liabilities as a cardholder.

By agreeing to these terms and conditions, You hereby acknowledge and confirm that the Company is fully authorized to make regular deductions from that  designated card in accordance with this Agreement. You further acknowledge that any person employed by You is fully authorized to use the designated card.

Notification of Changed Billing Information: You must promptly notify the Company of changes to: (a) the account number, security code or expiration date of Your designated credit or debit cards; (b) Your billing address for the designated credit or debit card; and (c) the name of each minor whom You have authorized to use Your Services account. You must also promptly notify the Company if Your card is canceled for any reason, including loss or theft. In order to avoid Services interruptions caused by rejected credit or debit card charges, the Company reserves the right to update Your credit or debit card details (such as expiration dates or new card numbers). You understand and agree that the Company is entitled to obtain such updated card details, store them and use them to bill charges.

Late Fees: An administrative late fee of $4.95 USD or the approximate equivalent in local currency may be charged to Your account each time full payment of Your outstanding balance is not received by the payment due date. You agree that the Company may submit charges for late fees without further authorization from or notice to You, until You provide prior notice (in accordance with the Company's verification procedures, as may be established by the Company from time to time in its sole discretion) that You have terminated or canceled the Services, or wish to change Your designated card(s). Such notice will not affect charges submitted before the Company reasonably could act on Your notice.

Reactivation Fee: In the event that the Company suspends Your account pursuant to the terms of this agreement, you agree to pay to the Company a reactivation fee of $150 USD in the event you wish to reinstate Your account.

  1. Refunds: Customer acknowledges that payment of Fees is authorization to Us to begin providing Services. These Services include, but are not limited to, providing Platform access, publishing Apps, platform setup and App building. We will start providing Services immediately upon Customer payment of Fees. All Fees are earned when received and are non-refundable. Fees may be paid via ACH or Credit Card only and Customer authorizes us to set up an automated recurring billing process. If Customer desires to terminate the service, such notice must be delivered to us in writing via email before the next recurring billing is processed.

Customer agrees that they are not entitled to receive a refund of any Fee and Customer further agrees that they will not dispute the charges and/or request a chargeback of any Fee from their credit card processor or banking institution. The Customer further acknowledges that all fees paid by the Customer to the Company with respect to the design and/or development of an application by the Company for the Customer are non-refundable in the event the Customer withdraws an order for the design and/or development of an application prior to the publication of the application.

  1. Term and Termination: Single app subscribers agree to sign up for a minimum term length of 30 days. Billing will be collected monthly (referred to as "the Term"). All amounts are earned when received and are non-refundable. The Agreement will continue for the entirety of the Term and automatically renew for successive periods equal to the Term, Either party may terminate this Agreement at any time and for any reason without notice to the other party. If a Customer terminates this agreement before the end of the current Term, the customer will be required to pay the remaining amounts due through the end of the Term and are not be entitled to a refund of any amount. Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment obligations due through the end of the Term or which have accrued up

to the date of such termination or expiration. The provisions of Sections 8-11 shall survive termination or expiration of this Agreement.

The Company reserves the right to suspend or terminate Your account and associated Services, without notice, upon rejection of any credit or debit card charges or if Your card issuer (or its agent or affiliate) seeks return of payments previously made to the Company when the Company believes You are liable for the charge. Such rights are in addition to, and not in lieu of, any other legal rights or remedies available to the Company.

Upon account closure, access to all data connected with Your account will be immediately suspended. In addition, You understand and acknowledge that in the event the account is later reactivated, Your prior features or services may not be available. You agree that the Company has no responsibility or liability whatsoever for the foregoing.

  1. Your Service: You can browse and enjoy the Service without creating a profile or account. By connecting to the Service through a third party service, You give us permission to access and use Your information from that service as permitted by that service, and to store Your log-in credentials for that service. For more information on the types of information We collect from these third-party  services, please read our Privacy Policy below.


f. Your responsibility for Your Apps: You are solely responsible for the activity that occurs on or through Your App. We will not be liable for Your losses caused by any unauthorized use of Your account, and You shall be solely liable for the losses due to such unauthorized use.

G. Your interaction with other Users: You are solely responsible for Your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between You and other Users. We will have no liability for Your interactions with other Users, or for any User's action or inaction.

  1. Separate End User Policies: User agrees to abide by the separate Terms of Use, Privacy Policy and Acceptable Use Policy maintain in the Google Play and

Apple/iTunes App stores. As part of our Service, We will review Your app for Compliant with Google and Apple standards; however, Apple and Google will determine final compliance independently; We cannot guarantee that an app will be published by either the Apple or Google Play. For details regarding Google and Apple requirements and standards, go to https://play.google.com/about/developer-content-policy and https://developer.apple.com/app-store/review/guidelines, respectively.

  1. Changes to the Service: We're always innovating and finding ways to provide our Users with new and innovative features and services. Therefore, We may, without prior notice, change the Service; change the pricing of the service; add or delete features of the Service, to You or to Users generally; or create usage limits  for the Service.

3. ACCEPTABLE USE OF THE SERVICE

We provide Users with a platform to discover content, and discuss and share that content with others. To keep the Service running smoothly for all of our Users, You agree that You will use the Service only in a manner consistent with the Acceptable Use Policy below.

Responsibility of Contributors. If You operate a social network, operate a mobile application, post material to the Service, post links on the Service, or otherwise make (or allow any third party to make) material available by means of the Service (any such material, "Content") or other services, You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, You represent and warrant that:

    • the downloading, copying and use of the Content will not infringe the proprietary tights; including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

    • if Your employer has rights to intellectual property You create, You have either (i) received permission from Your employer to post or make available the Content, including but not limited to any software, or (ii) secured from Your employer a waiver as to all rights in or to the Content;

    • You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

    • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

    • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material

    • the Content is not pornographic, libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;  Your social network or mobile application is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and Web sites, and similar unsolicited promotional methods;

    • Your social network or mobile application is not named in a manner that misleads Your readers into thinking that You are another person or company. For example, Your social network's URL or name is not the name of a person other than Yourself or company other than Your own;

    • You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by social network or otherwise.

By submitting Content to us for inclusion on any services or applications provided by Us, You grant Us a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting Your social network or mobile application. If You delete Content, We will use reasonable efforts to remove it from the Service, but You acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, We have the right (though not the obligation) to, in Our sole discretion (i) refuse or remove any content that, in Our reasonable opinion, violates any policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Service to any individual or entity for any reason, in Our sole discretion. We will have no obligation to provide a refund of any amounts previously paid.

4. SHARING YOUR CONTENT

  1. Your content. We may allow You to post content on the Service, including comments, photos, blog posts, messages, blog URLs, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as "User Content." YOU RETAIN OWNERSHIP OF YOUR USER CONTENT.
  2. How We can use Your content. You own all of the User Content that You post or publish ("post") on the Service. In order for US to provide the Service to You, You specifically permit us to use Your company and/or trade name, trade marks and logo for the design, development and publishing of native apps and/or digital advertising purposes as the case may be, on our Website and other promotional materials.
  3. Your responsibility for Your content. By uploading, posting, submitting or otherwise disclosing or distributing User Content, You represent and warrant that You own all rights in Your User Content and that any User Content You post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (defined below) or rights of publicity or privacy.

We reserve the right, but are not obligated, to reject and/or remove any User Content that We believe, in our sole discretion, violates these provisions. We take no responsibility and assume no liability for any User Content that You or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result Of the use of any User Content that You send, upload, download, stream, post, transmit, display, or otherwise make available or access through Your use of the Service, is solely Your responsibility, and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your User Content. We are not responsible for any public display or misuse of Your User Content.

  1. Definition of Intellectual Property Rights. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service marl( rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

5. OUR CONTENT

  1. Content. Except for User Content, the Service, and all Intellectual Property Rights including therein and related thereto, are our exclusive property

("Exclusive Content"). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Exclusive Content, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible on the Service. Our name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress protected by the laws of the United States and/or other countries or jurisdictions. Our 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. Use of the Exclusive Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

  1. To publish and update apps to Google Play and the Apple App Store, it is required We provide proprietary information and files such as, but not limited to, APKs, 'PAS, P12s, keystore certificates, push notification certificates, etc. These files and information are a proprietary part of our Service and will not provided to Users.
  2. If We assist the Customer with (including coordinating with a 3rd party) providing enhancement(s) to the Service or Software, creates custom functionality, creates custom plugins, including any and all derivatives thereto (collectively referred to an "Enhancements"), even if the Customer paid us for such Enhancements, such Enhancements will be owned by us and Customer hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership.

d. The Customer owns or has rights to all intellectual property rights in and to any enhancements in functionality or custom plugins the Customer (or Customer's representative) make independent of us through capabilities provided by a registered developer account. In such cases, the Customer is solely responsible for all maintenance and support related to such enhancements and plugins, including but not limited to, our updates in Services and Software and iOS and Andriod updates.

  1. Feedback You provide. We value input from our Users, and are always interested 'in learning of ways We can make the Service better. You may choose to  or We may 'invite You to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting any Feedback, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that We are free to use the Feedback without any additional compensation to You, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of Your submission, We do not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than You.


6. COPYRIGHT POLICY

We require that Users of the Service respect the copyright and other intellectual property rights of all third parties.

7. PRIVACY

We care about the privacy of our Users. You understand that by using the Service You consent to the collection, use and disclosure of Your personally identifiable information and aggregate data as set forth in our Privacy Policy and to have Your Personally Identifiable Information collected, used, transferred to and processed in the United States. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that You provide Your information at Your own risk.

8. INDEMNITY

You agree to defend, indemnify and hold us harmless, along with our parents, subsidiaries, agents, affiliates, customers, vendors, officers and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys fees and cost) arising from: (i) Your use of and access to the Service; (ii) Your violation of any term of this Agreement; (iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of Your User Content or any that is submitted via Your account.

9. NO WARRANTY

THE SERVICE, INCLUDING ALL CONTENT, IS PROVIDED ON AN "AS IS" AND "AS 

AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS

PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,


INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE, OUR AFFILIATES, AND

OUR LICENSORS DO NOT WARRANT THAT THE CONTENT ON THE SERVICE IS

ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR

REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR

TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR

ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR

OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE

OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN

RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, INCLUDING USER CONTENT, THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR

ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY

THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A  PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETVVEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

10. THIRD-PARTY LINKS, SITES AND SERVICES

The Service may contain links to other Websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. Because We have no control over such sites and resources, You acknowledge and agree that We are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. You understand that these Terms of Service and our Privacy Policy below do not apply to Your use of such sites. We encourage You to be aware of when You leave the Service, and to read the terms and conditions and privacy policy of any third-party Website or service that You visit.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR ITS

LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE

OR OTHER LEGAL THEORY (l) WITH RESPECT TO THE SERVICE OR ANY CONTENT

THEREON FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,

OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS

OR SERVICES (HOWEVER ARISING), OR (Il) FOR ANY DIRECT DAMAGES IN EXCESS

OF (IN THE AGGREGATE) $100, EVEN IF WE HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING,

TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled from the Company’s facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if You are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

12. TERMINATION OF YOUR ACCOUNT AND THE SERVICE

We may terminate or suspend the Service in whole or in part immediately, without prior notice or liability, for any reason or for no reason, including without limitation, if You breach any of the terms or conditions of this Agreement. Upon termination of Your account, Your right to use the Service will immediately cease. All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. GOVERNING LAW AND ARBITRATION

  1. Governing Law. You agree that: (i) the Service shall be deemed solely based in Nevada; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or genera', in jurisdictions other than Nevada. This Agreement shall be governed by the internal substantive laws of the State of Nevada, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in Clark County, Nevada or the United States District Court for the District of Nevada, for any actions for which We retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as further set forth in the Arbitration provision below.
  2. Arbitration. For any dispute with Us, You agree to first contact Us and attempt to resolve the dispute with Us informally. In the unlikely event that We are not able to resolve a dispute We has with You after attempting to do so informally, You agree to resolve any claim, dispute, or controversy (excluding any claims We have for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.

Unless we agree otherwise, the arbitration will be conducted in the county where You reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party's data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE

BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR

CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, WE ARE EACH WAIVING THE RIGHTTO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

14. MISCELLANEOUS TERMS

  1. No Agency; Waiver. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind us in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
  2. Notification. We may provide notifications, whether such notifications are required by law or are for other business purposes, to You via email notice,  'push" notification on Your mobile device, written or hard copy notice, or through posting of such notice on the Service, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that You may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering You or Your network provider may apply to email notifications We send to the email address You provide us.
  3. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements You may enter into with us in connection with the Service, shall constitute the entire agreement between You and us concerning the Service. If any provision of this Agreement is found to be  unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable, d, Assignment, This Agreement is not assignable, transferable or sub licensable by You except with our prior written consent. We may transfer, assign or delegate this Agreement and its rights and obligations without consent.

e. Contact. Please contact us with any questions regarding this Agreement.