Terms of Service

Please read these Terms of Service carefully before using Membrance (hereinafter “Our Service”).

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

For the purposes of these Terms of Service:

• “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• “Account” means a unique account created for You to access Our Service or parts of Our Service.
• “Application” means the accessible interface, downloadable to a computer, cell phone, tablet, or other electronic device, for use of Our Service.
• “Company” (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Membrance Inc.
• “Country” refers to the United States of America.
• “Content” refers to content such as video imaging, audio recordings, audio/video recordings, text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
• “Death” means the end of the User’s life, as reported by the Reporter and verified to the best of the Company’s ability, and the triggering event for the distribution of the User’s Content to the Recipients.
• “Device” means any device that can access Our Service such as a computer, a cell phone or a digital tablet.
• “Feedback” means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of Our Service.
• “Legal Notices” means the Terms of Service, End User License Agreement, Privacy Policy and Recipient User Notice.
• “Our Service,” as defined above, refers to the Membrance services available to You through the Application.
• “Recipients” are third-parties pre-selected by the User who are intended to receive the User’s Content after the User’s Death.
• “Reporter” is the third-party pre-selected by the User to report to and notify the Company of User’s Death.
• “Termination” is the closure and termination of Your Account, either by You or the Company, for any reason excluding Death is not a Termination event.
• “Terms of Service” (also referred as "Terms") mean these Terms of Service that form the entire agreement between You and the Company regarding the use of Our Service.
• “Third-party Social Media Service” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
• “You” means the individual accessing or using Our Service, or the company, or other legal entity on behalf of which such individual is accessing or using Our Service, as applicable. In the Recipient User Notice only, “You” shall refer to the Recipient.

Acknowledgment
These are the Terms of Service governing the use of Our Service and the agreement that operates between You and the Company. These Terms of Service set out the rights and obligations of all users regarding the use of Our Service.

Your access to and use of Our Service is conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users and others who access or use Our Service.

By creating an Account with, accessing or using Our Service, You agree to be bound by these Terms of Service. If You disagree with any part of these Terms of Service then You may not access Our Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of Our Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

You acknowledge, accept, and agree that these Terms of Service survive Your Death unless Your agreement is explicitly revoked by You during Your lifetime. If You revoke Your agreement to these Terms of Service (as may be modified from time to time) Your Account will be terminated. Your Content shall remain the property of the Company. Neither you nor any third party will have any right or entitlement to copies of or access to Your Content post-termination of Your Account.

When You create an Account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your Account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password.

You agree not to disclose Your password to any third party. You expressly acknowledge and agree that you will not disclosure Your password to any Reporter or future/intended Recipient of Your Content. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your Account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

You agree to provide Us with the identification and contact information for Your designated Reporter. You are not permitted to provide Your Account password to the Reporter.

All prices, discounts, and promotions posted on the Application are subject to change without notice. The price charged for Our Services may vary based on the scope of the User’s purchase, including whether an enhanced artificial intelligence package is purchased. The price charged to the User will be the price in effect at the time the User creates the Account or selects any enhancement options available at any given time. Users are not entitled to the financial benefit of any “new user promotions” that may be made available after the creation of their Account.

You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Application at the time of your order.

Any costs associated with the creation of an Account are non-refundable. Recurring charges will discontinue only upon Termination of Your Account and/or upon Your Death, whichever comes first.

Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service to the Recipients. During Your life, You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to the Recipients after Your Death.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

The Company is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under Your Account, whether done so by You or any unauthorized third-party use of Your Account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Unlawful or promoting unlawful activity, including threatening physical violence to You or to others.
• Pornography and sexual images.
• Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
• Impersonating any person or entity including the Company and its employees or representatives.
• Violating the privacy of any third person.
• False information and features.

If Our technology identifies content as potentially violative, it will be suspended and flagged for additional review by Our moderators.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of Our Service if You post such objectionable Content. As the Company cannot control all content posted by Users, You agree to use Our Service at your own risk. You agree that under no circumstances will the Company be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of Your Use of the Application and Our Service, creation of any Content, or dissemination of same to Recipients.

Content portraying unlawful or suspected unlawful acts may be reported to authorities in the jurisdiction of the User at the Company’s sole discretion; however, the Company has no obligation to report same. The Company shall have no liability arising from any such reporting or non-reporting.

Content that includes discussion of or reference to intention to commit suicide or violence against others or oneself may also be reported to authorities in the jurisdiction of the User at the Company’s sole discretion; however, the Company has no obligation to report same. The Company shall have no liability arising from any such reporting or non-reporting.

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree that it is solely Your responsibility to maintain a complete and accurate copy of any Content in a location independent of the Service. The Company will not return any Content to You upon termination of Your Account, whether by You or the Company.

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email (legal@membrance.com) and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
• A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
• Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
• Your address, telephone number, and email address.
• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• 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.

You can contact our copyright agent via email (legal@membrance.com). Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from Our Service.

Our Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

Our Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company 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 the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Service.

Upon Termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You must follow the procedure available in the Application in order to notify the Company of Your intention to terminate. You will lose all rights to any Content posted to the Service upon Termination. The Company reserves the right, in its sole discretion, to maintain the Content in its possession for any period of time; however, after Termination of Your account, it is expressly acknowledged and understood that the Content will not be released to Recipients upon Your Death.

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or $100.00, if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

Our Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to Our Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that Our Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of Our Service, or the information, content, and materials or products included thereon; (ii) that Our Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through Our Service; or (iv) that Our Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

The laws of the Country, excluding its conflicts of law rules, shall govern these Terms and Your use of Our Service. Your use of the Application may also be subject to other local, state, national, or international laws.

If You have any concern or dispute about Our Service, You agree to first try to resolve the dispute informally by contacting the Company.

(a) YOU AND ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

(c) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR THE COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

We will not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

You will not assign any of your rights to Your Account or use of Our Services without our prior written consent. Any purported assignment is null and void. Accounts may not be included in Your estate, nor inherited by Your beneficiaries or Recipients.

These Terms of Service do not confer any rights or remedies upon any third-parties, Reporters, or Recipients.

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, Your Account will be terminated.

These Terms of Service are applicable to basic use of the Application and Our Services. If packages including artificial intelligence are added to Your Account, additional mandatory terms of service and/or consents will apply that will supplement, but not replace, these Terms of Service.

If you have any questions about these Terms of Service, You can contact us:

• By sending us an email: legal@membrance.com

End User License Agreement

This End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and MEMBRANCE INC. ("Company"). This Agreement governs your use of MEMBRANCE (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY DOWNLOADING THE APPLICATION AND CLICKING THE "AGREE" BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE ABLE TO CREATE AN ACCOUNT ON THE APPLICATION NOR USE ANY OF THE APPLICATION’S FEATURES.

Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:

• download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and
• access, stream, upload, download, and use on such Mobile Device the Content and Services (as defined in the Terms of Service) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Service applicable to such Content and Services.

License Restrictions
Except as may be expressly permitted by applicable law or expressly authorized by the Application, you shall not:

• copy the Application, except as expressly permitted by this license;
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
• use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;
• use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Company's prior written consent;
• frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;
• use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party's use of the Application; or
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

Reservation of Rights
You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

You acknowledge that when you download, install, or use the Application, Company may use automatic means to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

The Application may provide you with access to certain features, functionality, and content accessible on or through the Application or in upgrades or expansions of the Application (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by this Agreement, the Terms of Service, and the Privacy Policy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of additional Terms of Use and Privacy Policy, and your failure to do so may restrict you from accessing or using certain of the Application's features and functionality.

Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

• the Application will automatically download and install all available Updates; or
• you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. Some or all Updates may require the execution of additional legal documents to access the benefits of the Updates. If you do not execute the additional legal documents, the features of any specific Update will not be available to you even though they have been downloaded to your Mobile Device.

The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

• The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section .
• You may terminate this Agreement by notifying the Company of your cancellation and deleting the Application and all copies thereof from your Mobile Device.
• Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion or if the Company, in its sole discretion, determines you have violated the Terms of Service, Privacy Policy, this Agreement, or any other legal agreement between you and the Company. This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
• Upon termination:
  • all rights granted to you under this Agreement will also terminate;
  • you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account; and
  • Content you have created in the Application will not be returned to you upon any termination of this Agreement.
• Termination will not limit any of Company's rights or remedies at law or in equity.

Disclaimer of Warranties
THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

• PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
• DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application. Notwithstanding anything to the contrary herein, this provision shall survive your Death (as defined in the Terms of Service) and/or termination of this Agreement.

The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

The Application is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

This Agreement is governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey in each case located in Monmouth County or Essex County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

This Agreement, the Terms of Service, our Privacy Policy, and any other legal agreements, consents, or instruments we require for use of some or all of the Services available in the Application constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.