Terms and Conditions

Effective Date: August 26th, 2022

Reviewed: 30/03/2025

Welcome to ugeniusmeda.com rapidactivemarketing.com (the “Website”). This Terms of
Use Agreement (the “Agreement”) is made and entered into by and between
you and Rapid Active Marketing, Inc. (the “Company”, “us”, “we”, or
“our”). This Agreement sets forth the terms and conditions that govern
your use of and access to the Website and any products, materials, and
services provided by or on the Website (collectively, the “Services”).

Acceptance of this Agreement.Acceptance Through Using or Accessing the Services.Please review the following terms carefully. By accessing or using the Services (or by clicking on “accept” or “agree” to this Agreement when prompted), you agree to be bound by the terms and conditions of this Agreement on behalf of yourself or the entity or organization that you represent. If you do not agree to the terms and conditions of this Agreement, you may not use or access the Services and must exit the Website immediately.Eligibility Requirements to Use or Access the Services.To use the Website or any other Services, you must be (i) at least 18 years old, and (ii) not a competitor of or using the Services for purposes that are competitive with the Company.By accessing or using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. You also represent and warrant that you have the right, authority, and capacity to enter into this Agreement on your behalf or the entity or organization that you represent. If you do not meet all these requirements, you may not use or access the Services.Changes to this Agreement.The Company reserves the right to change this Agreement from time to time in its sole discretion. Except for changes made for legal or administrative purposes, the Company will provide reasonable advance notice before the changes become effective. All changes will apply to your use of and access to the Services from the date the changes become effective and onwards. For new users, the changes will be effective immediately.

Your continued use of or access to the Services following any changes
to this Agreement shall constitute your acknowledgment of such changes
and agreement to be bound by the terms and conditions of such changes.
You should check this page frequently so that you are aware of any
changes since they are binding on you.

Access to the Services.

Changes to Your Access and the Services.
The Services may change from
time to time as the Company evolves, refines, or adds more features to
the Services. The Company reserves the right to modify, withdraw, or
discontinue the Services, in whole or in part, at any time without
notice to you. You agree that the Company shall have no liability to you
or any third party for any losses or damages caused by the Services not
being available, in whole or in part, at any time or for any period.

Creating an Account. You may be required to register for an account and
provide certain information about yourself to access the Services or
certain features of the Services. You promise to provide us with
accurate, complete, and updated information about yourself. The Company
may have different types of accounts for different users. If you connect
to any Services with a third-party service, you grant us permission to
access and use your information from such service as permitted by that
service to store your login credentials for that service. All
information that you provide will be governed by our Privacy Policy
(https://rapidactivemarketing.com/privacy-policy/). You consent to all
actions that we may take with respect to your information consistent
with our Privacy Policy.

Account Responsibilities. You are entirely responsible for maintaining
the confidentiality of your password and account. You are also entirely
responsible for any and all activities associated with your account.
Your account is personal to you and you agree not to provide any other
person with access to the Services or any portions of it using your
username, password, or other security information. You should ensure
that you exit from your account at the end of each session. You should
use extra caution when accessing your account from a public or shared
computer so that others are not able to view or record your password or
other personal information. You may not transfer your account to anyone
else without our prior written permission. You agree to notify the
Company immediately of any actual or suspected unauthorized use of your
account or any other breach of security. The Company will not be liable
for any losses or damages arising from your failure to comply with the
above requirements. You will be held liable for losses or damages
incurred by the Company or any third party due to someone else using
your account or password.

Termination or Deletion of an Account. The Company shall have the right
to suspend or terminate your account at any time in our sole discretion
for any or no reason, including if we determine that you have violated
any terms or conditions of this Agreement.

Policy for Using the Services.

Prohibited Uses.

You may use the Services for lawful purposes only and in accordance with
this Agreement. You agree not to use the Services in any way that could
damage the Services or general business of the Company.
You may use
the Services for any business or commercial purposes.

Prohibited Activities.

You further agree not to engage in any of the following prohibited activities in connection with using the Services:

No Violation of Laws or Obligations. Violate any applicable laws or
regulations (including intellectual property laws and right of privacy
or publicity laws) or any contractual obligations.

No Unsolicited Communications. Send any unsolicited or unauthorized
advertising, promotional materials, spam, junk mail, chain letters, or
any other form of unsolicited communications, whether commercial or
otherwise.

No Impersonation. Impersonate others or otherwise misrepresent your
affiliation with a person or entity in an attempt to mislead, confuse,
or deceive others.

No Harming of Minors. Exploit or harm minors in any way, including
exposing inappropriate content or obtaining personally identifiable
information.

Compliance with Content Standards. Upload, display, distribute, or
transmit any material that does not comply with the Content Standards
set out below in this Agreement.

No Interference with Others’ Enjoyment. Harass or interfere with
anyone’s use or enjoyment of the Services, or expose the Company or
other users to liability or other harm.

No Interference or Disabling of the Services. Use any device, software,
or routine that interferes with the proper working of the Services, or
take any action that may interfere with, disrupt, disable, impair, or
create an undue burden on the infrastructure of the Services, including
servers or networks connected to the Website.

No Monitoring or Copying Material. Copy, monitor, distribute, or
disclose any part of the Services by automated or manual processes,
devices, or means. This includes, without limitation, using automatic
devices such as robots, spiders, offline readers, crawlers, or scrapers
to strip, scrape, or mine data from the Website; provided, however, that
the Company conditionally grants to the operators of public search
engines revocable permission to use spiders to copy materials from the
Website for the sole purpose of and solely to the extent necessary for
creating publicly available searchable indices of the materials, but not
caches or archives of such materials.

No Viruses, Worms, or Other Damaging Software. Upload, transmit, or
distribute to or through the Services any viruses, Trojan horses, worms,
logic bombs, or other materials intended to damage or alter the
property of others, including attacking the Services via a
denial-of-service or distributed denial-of-service attack.

No Unauthorized Access or Violation of Security. Violate the security of
the Services through (i) any attempt to gain unauthorized access to the
Services or to other systems or networks connected to the Services,
(ii) the breach or circumvention of encryption or other security codes
or tools, or (iii) data mining or interference to any server, computer,
database, host, user, or network connected to the Services.

No Reverse Engineering. Reverse engineer, decompile, or otherwise
attempt to obtain the source code or underlying information of or
relating to the Services.

No Collecting User Data. Collect, harvest, or assemble any data or
information regarding any other user without their consent. This
includes, without limitation, their emails, usernames, or passwords.

No Other Interference. Otherwise attempt to interfere with the proper working of the Services.

Attempt or Assist Others in Attempting. Attempt any of the foregoing or
assist, permit, or encourage others to do or attempt any of the
foregoing.

Geographic Restrictions.

The Company is based in the United States of America, in the State of
New Jersey. The Services are for use by persons located in the United
States & Canada
only. By choosing to access the Services from any
location other than the United States, you accept full responsibility
for compliance with all local laws. The Company makes no representations
that the Services or any of its content are accessible or appropriate
outside of the United States.

Terms and Conditions of Sale

Purchasing Process

Any steps taken from choosing Services to order submission form part of
the purchasing process. The purchasing process includes these steps:

By clicking on the checkout button, users open the third-party
merchant checkout section, wherein they will have to specify their
contact details and a payment method of their choice.

After providing all the required information, users must carefully
review the order and, subsequently, confirm and submit it by using the
relevant button or mechanism on the Website, hereby accepting these
Terms and committing to pay the agreed-upon price.

Order submission

When you submit an order, the following applies:

The submission of an order determines contract conclusion and
therefore creates for you the obligation to pay the price, taxes, and
possible further fees and expenses, as specified on the order page.

In case the purchased Services requires active input from you, such as
the provision of personal information or data, specifications or special
wishes, the order submission creates an obligation for you to cooperate
accordingly.

Upon submission of the order, users will receive a receipt confirming that the order has been received.

All notifications related to the described purchasing process shall
be sent to the email address provided by you for such purposes.

Prices

You are informed during the purchasing process and before order
submission, about any fees, taxes and costs (including, if any, delivery
costs) that they will be charged.

Methods of payment

Information related to accepted payment methods are made available
during the purchasing process. Some payment methods may only be
available subject to additional conditions or fees. In such cases
related information can be found in the dedicated section of the
Website. All payments are independently processed through third-party
services. Therefore, the Website does not collect any payment
information – such as credit card details – but only receives a
notification once the payment has been successfully completed. If
payment through the available methods fail or is refused by the payment
service provider, the Company shall be under no obligation to fulfill
the purchase order. Any possible costs or fees resulting from the failed
or refused payment shall be borne by you.

Retention of usage rights

You do not acquire any rights to use the purchased Services until the total purchase price is received by the Company.

Contract Duration

Subscriptions

Subscriptions allow you to receive Services
continuously or regularly
over a determined period of time. Paid subscriptions begin on the day
the payment is received by the Company. In order to maintain
subscriptions, you must pay the required recurring fee in a timely
manner. Failure to do so may cause service interruptions.

Fixed-term subscriptions

Paid fixed-term subscriptions start on the day the payment is received
by the Company and last for the subscription period chosen by you or
otherwise specified during the purchasing process. Once the subscription
period expires, the Services shall no longer be accessible, unless you
renew the subscription by paying the relevant fee. Fixed-term
subscriptions may not be terminated prematurely and shall run out upon
expiration of the subscription term.

Automatic renewal

Subscriptions are automatically renewed through the payment method that
you chose during purchase unless you cancel the subscription within the
deadlines for termination specified in the relevant section of these
Terms and/or Website.
The renewed subscription will last for a period
equal to the original term.
You shall receive a reminder of the upcoming
renewal with reasonable advance, outlining the procedure to be followed
in order to cancel the automatic renewal.

Termination

Recurring subscriptions may be terminated at any time by sending a clear
and unambiguous termination notice to the Company using the contact
details provided in this document, or — if applicable — by using the
corresponding controls inside the Website.

Termination notice

If the notice of termination is received by the Company before the
subscription renews, the termination shall take effect as soon as the
current period is completed.

Intellectual Property Rights.

Ownership of Intellectual Property.

You acknowledge that all intellectual property rights, including
copyrights, trademarks, trade secrets, and patents, in the Services and
its contents, features, and functionality (collectively, the “Content”),
are owned by the Company, its licensors, or other providers of such
material. The Content is protected by U.S. and international
intellectual property or proprietary rights laws. Neither this Agreement
nor your access to the Services transfers to you any right, title, or
interest in or to such intellectual property rights.
Any rights not
expressly granted in this Agreement are reserved by the Company and its
licensors.

License to Use the Services.

During the Term of this Agreement, the Company grants you a limited,
non-exclusive, non-transferable, non-sublicensable, and revocable
license to use and access the Content for any business or commercial use
in accordance with this Agreement. The Content may not be used for any
other purpose.
This license will terminate upon your cessation of use
of the Services or at the termination of this Agreement.

Certain Restrictions.

The rights granted to you in this Agreement are subject to the following restrictions:

No Copying or Distribution. You shall not copy, reproduce, publish,
display, perform, post, transmit, or distribute any part of the Content
in any form or by any means except as expressly permitted herein or as
enabled by a feature, product, or the Services when provided to you.

No Modifications. You shall not modify, create derivative works from,
translate, adapt, disassemble, reverse compile, or reverse engineer any
part of the Content.

No Exploitation. You shall not sell, license, sublicense, transfer,
assign, rent, lease, loan, host, or otherwise exploit the Content or the
Services in any way, whether in whole or in part.

No Altering of Notices. You shall not delete or alter any copyright,
trademark, or other proprietary rights notices from copies of the
Content.

No Competition. You shall not access or use the Content in order to build a similar or competitive website, product, or service.

Systematic Retrieval. You shall not use any information retrieval system
to create, compile, directly or indirectly, a database, compilation,
collection or directory of the Content or other data from the Services.

Trademark Notice.

All trademarks, logos, and service marks displayed on the Services are
either the Company’s property or the property of third parties.
You may
not use such trademarks, logos, or service marks without the prior
written consent of their respective owners.

User Content.

User Generated Content.

The Services may contain message boards, chatrooms, profiles, forums,
and other interactive features that allow users to post, upload, submit,
publish, display, or transmit to other users or other persons content
or materials (collectively, “User Content”) on or through the Services.

You are solely responsible for your User Content.
Please consider
carefully what you choose to share. All User Content must comply with
the Content Standards set forth below.
Any User Content you post on or
through the Services will be considered non-confidential and
non-proprietary. You assume all risks associated with the use of your
User Content.
This includes any reliance on its accuracy, completeness,
reliability, or appropriateness by other users and third parties, or
any disclosure of your User Content that personally identifies you or
any third party.
You agree that the Company shall not be responsible or
liable to any third party for any User Content posted by you or any
other user of the Services.

You further agree that the Company shall not be responsible for any
loss or damage incurred as the result of any interactions between you
and other users. Your interactions with other users are solely between
you and such users. If there is a dispute between you and any other
user, we are under no obligation to become involved.

License.

You hereby grant to the Company an irrevocable, non-exclusive,
royalty-free and fully paid, transferable, perpetual, and worldwide
license to reproduce, distribute, publicly display and perform, prepare
derivative works of, incorporate into other works, and otherwise use and
exploit your User Content, and to grant sublicenses of the foregoing
rights, in connection with the Services and the Company’s business
including, without limitation, for promoting and redistributing part or
all of the Services in any media formats and through any media channels.

You represent and warrant that you have all the rights, power, and
authority necessary to grant the rights granted herein to any User
Content that you submit. You hereby irrevocably waive all claims and
have no recourse against us for any alleged or actual infringement or
misappropriation of any proprietary rights in any communication,
content, or material submitted to us. Please note that all of the
following licenses are subject to our Privacy Policy
(https://rapidactivemarketing.com/privacy-policy/) to the extent they
relate to any User Content that contains any personally identifiable
information.

Content Standards.

You agree not to send, knowingly receive, upload, transmit, display, or
distribute any User Content that does not comply with the following
standards (“Content Standards”). User Content must not:

Violate Laws or Obligations. Violate any applicable laws or
regulations (including intellectual property laws and right of privacy
or publicity laws), or any contractual or fiduciary obligations.

Promote Illegal Activity or Harm to Others. Promote any illegal
activity; advocate, promote, or assist any unlawful act; or create any
risk of any harm, loss, or damage to any person or property.

Infringe Intellectual Property Rights. Infringe any copyright,
trademark, patent, trade secret, moral right, or other intellectual
property rights of any other person.

Defamatory, Abusive, or Otherwise Objectionable Material. Contain any
information or material that we deem to be unlawful, defamatory, trade
libelous, invasive of another’s privacy or publicity rights, abusive,
threatening, harassing, harmful, violent, hateful, obscene, vulgar,
profane, indecent, offensive, inflammatory, humiliating to other people
(publicly or otherwise), or otherwise objectionable. This includes any
information or material that we deem to cause annoyance, inconvenience,
or needless anxiety, or be likely to upset, embarrass, alarm, or annoy
another person.

Promotion of Sexually Explicit Material or Discrimination. Promote
sexually explicit or pornographic material, violence, or discrimination
based on race, sex, religion, nationality, disability, sexual
orientation, or age.

Fraudulent Information or Impersonation. Contain any information or
material that is false, intentionally misleading, or otherwise likely to
deceive any person including, without limitation, impersonating any
person, or misrepresenting your identity or affiliation with any person
or organization.

Endorsement by the Company. Represent or imply to others that it is in
any way provided, sponsored, or endorsed by the Company or any other
person or entity, if that is not the case.

Monitoring and Enforcement.

We reserve the right at all times, but are not obligated, to:

take any action with respect to any User Content that we deem
necessary or appropriate in our sole discretion, including if we believe
that such User Content violates the Content Standards or any other
provision in this Agreement, or creates liability for the Company or any
other person. Such action may include reporting you to law enforcement
authorities.

remove or reject any User Content for any or no reason in our sole discretion.

disclose any User Content, your identity, or electronic communication of
any kind to satisfy any law, regulation, or government request, or to
protect the rights or property of the Company or any other person.

Terminate or suspend your access to all or part of the Services for any
or no reason, including without limitation, any violation of this
Agreement.

We do not review User Content before it is posted on or through the
Services, and therefore cannot ensure prompt removal of questionable
User Content. Accordingly, the Company and its affiliates, and their
respective officers, directors, employees or agents, assume no liability
for any action or inaction regarding transmissions, communications, or
content provided by any user or third party. The Company shall have no
liability or responsibility to anyone for performance or non-performance
of the activities described in this Section.

The Company respects the intellectual property of others and expects
users of the Services to do the same. It is the Company’s policy to
terminate the users of our Services who are repeat infringers of
intellectual property rights, including copyrights. If you believe that
your work has been copied in a way that constitutes copyright
infringement and wish to have the allegedly infringing material removed,
please provide the following information in accordance with the Digital
Millennium Copyright Act to our designated copyright agent:

a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

a description of the copyrighted work that you allege has been infringed;

a description of the material that is claimed to be infringing or to be
the subject of infringing activity and that is to be removed or access
to which is to be disabled;

a description of where the material that you claim is infringing is located;

your contact information, including your address, telephone number, and email address;

a statement that you have a good faith belief that use of the
objectionable material is not authorized by the copyright owner, its
agent, or under the law; and

a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright
owner or authorized to act on the copyright owner’s behalf.

Please note that pursuant to 17 U.S.C. § 512(f), any
misrepresentation of material fact in a written notification
automatically subjects the complaining party to liability for any
damages, costs, and attorneys’ fees incurred by us in connection with
the written notification and allegation of copyright infringement.

Designated copyright agent for the Company:

NAME: Andrew Klepner

ADDRESS: 1802 Route 31 N 151, Clinton, NJ 08809

TELEPHONE: 908-356-7435

EMAIL: [email protected]

Feedback to the Company.

If you provide the Company with any feedback or suggestions regarding
the Services (“Feedback”), you hereby assign to the Company all rights
in such Feedback and agree that the Company shall have the right to use
and fully exploit such Feedback and related information in any manner it
deems appropriate. The Company will treat any Feedback that you provide
to the Company as non-confidential and non-proprietary. You agree that
you will not submit to the Company any information or ideas that you
consider to be confidential or proprietary.

Assumption of Risk.

The information presented on or through the Services is made available
for general information purposes only. The Company does not warrant the
accuracy, completeness, suitability, or quality of any such information.

Any reliance on such information is strictly at your own risk. The
Company disclaims all liability and responsibility arising from any
reliance placed on such information by you or any other user to the
Services, or by anyone who may be informed of any of its contents.

Privacy.

For information about how the Company collects, uses, and shares your
information, please review our Privacy Policy
(https://rapidactivemarketing.com/privacy-policy/). You agree that by
using the Services you consent to the collection, use, and sharing (as
set forth in the Privacy Policy) of such information.

Termination.

The Company may suspend or terminate your access or rights to use the
Services at any time, for any reason, in our sole discretion, and
without prior notice, including for any breach of the terms of this
Agreement. Upon termination of your access or rights to use the
Services, your right to access and use the Services will immediately
cease.
The Company will not have any liability whatsoever to you for
any suspension or termination of your rights under this Agreement,
including for termination of your account or deletion of your User
Content. If you have registered for an account, you may terminate this
Agreement at any time by contacting the Company and requesting
termination.

Effect of Termination.

Upon termination of this Agreement, any provisions that by their nature
should survive termination shall remain in full force and effect.
This
includes, without limitation, ownership or intellectual property
provisions, warranty disclaimers, and limitations of liability.
Termination of your access to and use of the Services shall not relieve
you of any obligations arising or accruing prior to termination or limit
any liability that you otherwise may have to the Company or any third
party.You understand that any termination of your access to and use of
the Services may involve deletion of your User Content associated with
your account from our databases.

No Warranty.

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. USE OF
THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR
NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS LICENSORS DO NOT
WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT;
THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED,
ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED;
THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR
THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE
MEET YOUR REQUIREMENTS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED
BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER
SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY
RESULT FROM YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE
SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE
DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
SERVICES OR THIRD-PARTY LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY
WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES OR ANY OTHER USER.

THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US
THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR
GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH
RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO
NINETY (90) DAYS FROM THE DATE OF FIRST USE.

Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE
COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY,
ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE
SERVICES, ANY THIRD-PARTY LINK, OR ANY CONTENT ON THE SERVICES OR SUCH
THIRD-PARTY LINK, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE,
REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF
DATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS
FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH
THE SERVICES IS TO STOP USING THE SERVICES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification.

You agree to indemnify, defend, and hold harmless the Company and its
affiliates and their respective officers, directors, employees, agents,
affiliates, successors, and permitted assigns (collectively,
“Indemnified Party”) from and against any and all losses, claims,
actions, suits, complaints, damages, liabilities, penalties, interest,
judgments, settlements, deficiencies, disbursements, awards, fines,
costs, fees, or expenses of whatever kind, including reasonable
attorneys’ fees, fees and other costs of enforcing any right to
indemnification under this Agreement, and the cost of pursuing any
insurance providers, arising out of or relating to your breach of this
Agreement or your use or misuse of the Services including, but not
limited to, your User Content or any actions taken by a third party
using your account. The Company reserves the right, at your expense, to
assume the exclusive defense and control of any matter for which you are
required to indemnify us, and you agree to assist and cooperate with
our defense or settlement of these claims.

Disputes.

Governing Law.

All matters relating to this Agreement, and all matters arising out of
or relating to this Agreement, whether sounding in contract, tort, or
statute are governed by, and construed in accordance with, the laws of
the State of New Jersey, without giving effect to any conflict of law
principles.

Dispute Resolution.

Any action or proceeding arising out of or related to this Agreement or
the Services shall be brought only in a state or federal court located
in the State of New Jersey, United States, although we retain the right
to bring any suit, action, or proceeding against you for breach of this
Agreement in your country of residence or any other relevant country.
You hereby irrevocably submit to the jurisdiction of these courts and
waive the defense of inconvenient forum to the maintenance of any action
or proceeding in such venues.

At the Company’s sole discretion, it may require any dispute, claim,
or controversy arising out of or relating to this Agreement, or the
breach, termination, enforcement, interpretation, or validity thereof,
to be submitted to and decided by a single arbitrator by binding
arbitration under the rules of the American Arbitration Association in
State of New Jersey, United States. The decision of the arbitrator shall
be final and binding on the parties and may be entered and enforced in
any court of competent jurisdiction by either party. The prevailing
party in the arbitration proceedings shall be awarded reasonable
attorneys’ fees, expert witness costs and expenses, and all other costs
and expenses incurred directly or indirectly in connection with the
proceedings, unless the arbitrator shall for good cause determine
otherwise.

All arbitrations shall proceed on an individual basis. You agree that
you may bring claims against the Company in arbitration only in your
individual capacities and in so doing you hereby waive the right to a
trial by jury, to assert or participate in a class action lawsuit or
class action arbitration (either as a named-plaintiff or class member),
and to assert or participate in any joint or consolidated lawsuit or
joint or consolidated arbitration of any kind.
Notwithstanding anything
to the contrary under the rules of the American Arbitration
Association, the arbitrator may not consolidate more than one person’s
claims, and may not otherwise preside over any form of a representative
or class proceeding. If a court decides that applicable law precludes
enforcement of any of this paragraph’s limitations as to a particular
claim for relief, then that claim (and only that claim) must be severed
from the arbitration and may be brought in court.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE
WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Limitation to Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN [ONE (1) YEAR]
AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR
CLAIM IS PERMANENTLY WAIVED AND BARRED.

Miscellaneous.

Waiver.

Except as otherwise set forth in this Agreement, no failure of the
Company to exercise, or delay by the Company in exercising, any right,
remedy, power, or privilege arising from this Agreement shall operate or
be construed as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power, or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other
right, remedy, power, or privilege.

Severability.

If any term or provision of this Agreement is found by a court of
competent jurisdiction to be invalid, illegal, or unenforceable, such
invalidity, illegality, or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.

Entire Agreement.

This Agreement, together with all documents referenced herein,
constitutes the entire agreement between you and the Company with
respect to the subject matter contained herein. This Agreement
supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect to
the subject matter hereof.

Headings.

Headings and titles of sections, clauses, and parts in this Agreement
are for convenience only.
Such headings and titles shall not affect the
meaning of any provisions of the Agreement.

No Agency, Partnership or Joint Venture.

No agency, partnership, or joint venture has been created between you
and the Company as a result of this Agreement. You do not have any
authority of any kind to bind the Company in any respect whatsoever.

Assignment.

You shall not assign or delegate any of your rights or obligations under
this Agreement without the prior written consent of the Company. Any
purported assignment or delegation in violation of this Section shall be
deemed null and void. No assignment or delegation shall relieve you of
any of your obligations hereunder. The Company may freely assign or
delegate its rights and obligations under this Agreement at any time.
Subject to the limits on assignment stated above, this Agreement will
inure to the benefit of, be binding on, and be enforceable against each
of the parties hereto and their respective successors and assigns.

Export Laws.

The Services may be subject to U.S. export control laws and regulations.
You agree to abide by these laws and their regulations (including,
without limitation, the Export Administration Act and the Arms Export
Control Act) and not to transfer, by electronic transmission or
otherwise, any materials from the Services to either a foreign national
or a foreign destination in violation of such laws or regulations.

Contact Information.

All notices of copyright infringement claims should be sent to the
designated copyright agent as provided in Section 7 (User Content).
All
other feedback, comments, requests for technical support, and other
communications relating to the Services should be directed to [email protected].

CONTACT INFORMATION

Email:

[email protected]