These terms of use (the "Terms of Use") are entered into by and between you and Notice, Inc. ("Company," "we," "us," or "our"), and govern your access to and use of https://notice.co (the "Platform"), including all content, functionality, and services offered on or through the Platform, whether as a guest or a Registered User. By browsing, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our privacy policy (the "Privacy Policy"), which is hereby incorporated by reference (collectively, this "Agreement"). If you do not agree to any of the terms of the Agreement, then please do not use the Platform or any portion thereof.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the availability of the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform and we may, but shall not be obligated to, provide you with notice of the modification at the last email address you gave us. By continuing to access or use the Platform after we have posted a modification on the Platform, you are indicating that you agree to be bound by the modified Agreement. If we discontinue or terminate the availability of the Platform, we will issue you a pro–rated refund of pre–paid Fees. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform and to receive a pro–rated refund of pre–paid Fees.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

1. ELIGIBILITY

   The Platform is offered and available to users who are eighteen (18) years of age or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understands it. By accessing and using the Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

2. DESCRIPTION AND USE OF THE PLATFORM; USERS

   Our Platform provides information about private markets to brokers, investors, and other market participants and members of the public. Specifically, we provide aggregated pricing data about private markets and the broker-dealers who are trading in them. Our public data comes from the U.S. Securities and Exchange Commission ("SEC") and other government filings. In addition, we receive data from registered brokers, including information about trades they have made and open indications. We aggregate and anonymize all of this data and make it available to Platform Guests and Registered Users (as defined below).

   Guests. "Guests," as the term implies, are people who do not register with us, but want to explore the Platform. No login is required for Guests. Guests can: (i) view all publicly-available content on the Platform; (ii) subscribe to Company communications, alerts and other notifications; and (iii) e-mail us.

   Registered Users. "Registered Users" are individuals who create an account on the Platform, including registered broker-dealers, registered representatives, investors, family offices, mutual funds, and other market participants. Registered Users can do all the things that Guests can do, and: (i) access non-public features/functionality available only to Registered Users; (ii) if you are a Broker-Dealer (as defined below), you may create your profile on the Platform (a "Profile Page"), submit data to the Platform, and post content, including text, images, and other media to the Platform; and (iii) message other Registered Users of the Platform and post content on threads available to Registered Users. Notwithstanding anything to the contrary herein, from time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including Registered Users.

   If you wish to become a Registered User, you will be prompted to enter your name, email address, a password, and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future (such as security questions). When creating your account, you must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of your log-in information, as well as for any use, misuse, or communications entered through the Platform using your log-in information.

   If you are a representative of a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") or similar regulatory authorities approved by the Platform ("Broker-Dealers"), then, as a Registered User of the Platform, you hereby represent and warrant to the Company that (i) you have sought the proper approvals from the compliance or supervisory departments of your Broker-Dealer to use the Platform, and (ii) your use of the Platform is permitted under the policies and procedures of your Broker-Dealer.

   Registered Users who are not Broker-Dealers may be "Accredited Investors" as defined below, or as otherwise defined under the Securities Act of 1933:

   • A natural person whose individual net worth (or combined net worth with the undersigned's spouse if the undersigned is married) as of the date hereof exceeds $1,000,000, excluding the value of any primary residence. For purposes of calculating a natural person's net worth: (A) the person's primary residence must not be included as an asset; (B) indebtedness secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time these Terms of Use are entered into may not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (C) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the residence must be included as a liability; or
   • A natural person who had an individual "income" exceeding $200,000 during both of the two (2) most recently completed calendar years (or a joint income with the undersigned's spouse in excess of $300,000 in each of those years) and who has a reasonable expectation of reaching the same income level in the current calendar year.

   If a Registered User is not an Accredited Investor, that user's access to certain information and materials on the Platform may be limited by us at our sole discretion.

   By entering into this Agreement, you hereby consent to the release of consumer and/or investigative consumer reports to the Company for the purpose of verifying your status as an Accredited Investor, if applicable, and you understand that, to the extent allowed by law, information provided by you to us may be utilized for this purpose. We are under no obligation to verify your eligibility hereunder, and the Company is under no obligation to accept any individual as a Registered User and may accept or reject any registration in our sole and complete discretion. In addition, we may deactivate any account at any time, including, without limitation, if we determine, in our sole discretion, that a Registered User has violated this Agreement.

   If you are not an Accredited Investor in your individual capacity, but you would like to create an account and use the Platform as a Registered User on our Platform on behalf of your employer which has Accredited Investor status, then you may do so to the extent that your use of and access to the Platform are solely in your capacity as an authorized representative of such employer. Accordingly, by using the Platform on behalf of an entity, you represent and warrant to us that (i) such entity has Accredited Investor status, and (ii) you are authorized to represent and act on behalf of such entity, and legally bind such entity to the terms and conditions of this Agreement.

   Alternatively, if you are invited to join the Platform by your employer, so long as your employer has joined the Platform in accordance with the requirements set forth above, even if you in your individual capacity are not (a) authorized to legally bind your employer, or (b) an Accredited Investor, you may become a Registered User of the Platform as an authorized user on behalf of your employer. Your acts and omissions, when using the Platform, shall be deemed the acts and omissions of your employer, and we may at any time remove your employer as a Registered User, which would automatically terminate your access to the Platform in your capacity as an employee of such employer.

3. FEES

   You shall pay the Company the fees (“Fees”) as set forth in the Order Form (defined below) without offset or deduction. The “Order Form” is the written or online order form (e.g., Stripe Checkout, etc.) where you agreed to obtain access to the Platform. FEES ARE NONREFUNDABLE. You shall make all payments hereunder in US dollars no later than the due date set forth in the Order Form. If you fail to make any payment when due, without limiting Company's other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse Company for all costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Company may suspend your access to any portion or all of the Platform until such amounts are paid in full.

   All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Company's income.

4. TERM: RENEWAL; TERMINATION

   The initial term of this Agreement begins on the date you agree to the Order Form (the “Effective Date”) and continue for the initial term specified in the Order Form (the “Initial Term”), unless terminated earlier pursuant to this Agreement's express provisions. Thereafter, this Agreement will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal in accordance with the renewal terms set forth in the Order Form.

   In addition to any other express termination right set forth in this Agreement, either party may terminate this Agreement, effective on written notice to the other party, if: (i) the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days (or 10 days in the case of a failure to pay any amount when due) after the non-breaching party provides the breaching party with written notice of such breach; or (ii) the other party: (A) becomes generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law (and, if involuntary, such proceeding is not dismissed within 120 days); (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

   Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Platform. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination, or entitle you to any refund.

5. USER GUIDELINES

   By using the Platform, either as a Guest or a Registered User, you agree to comply with these user guidelines (the "User Guidelines") and that:

   • You may not sell, resell, re-distribute, transfer, assign, license, sublicense, or modify the Platform or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Platform in any way for any public or commercial purpose;
   • You may not make use of, or make available, the Platform in your or any third party's product offerings or on any other third-party platform or website;
   • You will comply with all applicable laws in your use of the Platform and will not use the Platform for any unlawful purpose;
   • You will not access or use the Platform to collect any market research for a competing business;
   • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
   • You will not interfere with, or attempt to interrupt the proper operation of, the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (defined below in Section 6), data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
   • You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;
   • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;
   • You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission;
   • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
   • You will not provide any Content, including Registered User Content (and, without limiting the foregoing, including data about the market, orders, trades, and open indications from Broker-Dealers) that is intended to manipulate the market, or has the effect of market manipulation, such as, without limitation, spoofing, painting the tape, and wash trading; and
   • You will not upload, post, e-mail, transmit, or otherwise make available any Registered User Content (as defined below) that:
     • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
     • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
     • discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information.

   For the avoidance of doubt, the foregoing User Guidelines apply to your access and use of the Content as well as the Platform. If you find something that violates our User Guidelines, please let us know, and we will review it.

6. INTELLECTUAL PROPERTY

   The Platform contains material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, data, and other material provided by or on behalf of the Company (collectively referred to as the "Content"). The Content may be owned by us or third parties. For avoidance of doubt, Content does not include your Registered User Content, but does include the Registered User Content of other Registered Users. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. Without limiting the generality of the foregoing, use of the Content in your or any third party's product offerings is prohibited. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

   Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.

   The trademarks, service marks, and logos of the Company (the "Company Trademarks") used and displayed on the Platform are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with the Company Trademarks, the "Trademarks"). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Company Trademarks inures to our benefit.

7. REGISTERED USER CONTENT

   As noted above, the Platform provides Registered Users the ability to post and upload Registered User Content on public threads, on your claimed Profile Page (if any), and elsewhere on the Platform. You expressly acknowledge and agree that once you post or upload Registered User Content, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personally identifying information that you may make available. Further, you express acknowledge and agree that once you post or upload Registered User Content, we have the right to continue to host such Registered User Content indefinitely, absent any legal takedown requirements. By uploading any Registered User Content to the Platform, you warrant and covenant that such Registered User Content shall comply with all applicable laws, rules, and regulations.

   YOU, AND NOT THE COMPANY, ARE ENTIRELY RESPONSIBLE FOR ALL REGISTERED USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.

   You retain all copyrights and other intellectual property rights in and to your own Registered User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, irrevocable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Registered User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your Registered User Content, your name, likeness, and photograph in connection with any use of the related Registered User Content permitted by the previous sentence and/or to advertise and promote the Platform, the Company, and our products and services.

   If you submit Registered User Content to us, each such submission constitutes a representation and warranty to us that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant to us the license to the Registered User Content as set forth above, and that the Registered User Content and its use by us and our content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our User Guidelines.

8. DIGITAL MILLENNIUM COPYRIGHT ACT

   The Company respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.

   Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

   Copyright Agent
   Virginia Hendricksen
   2810 N Church St #65016
   Wilmington, DE 19802-4447
   ginny[at]notice.co

   If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

   In addition to the foregoing, we have the right to (i) remove or refuse to post any Registered User Content for any or no reason in our sole discretion, and (ii) take any action with respect to any Registered User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Registered User Content violates this Agreement or could otherwise create liability for the Company.

   Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

9. NO WARRANTIES; LIMITATION OF LIABILITY

   ALL INFORMATION PROVIDED ON OR THROUGH THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION FOR ANY INVESTMENT OR ADVICE OF ANY KIND, AND SHALL NOT CONSTITUTE OR IMPLY ANY OFFER TO PURCHASE, SELL OR HOLD ANY SECURITY, OR TO ENTER INTO OR ENGAGE IN ANY TYPE OF TRANSACTION. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE COMPANY IS NOT LICENSED AS BROKERS, BROKER-DEALERS, LAWYERS, ACCOUNTANTS, OR INVESTMENT ADVISORS, AND DOES NOT PROVIDE INVESTMENT, LEGAL, TAX, OR OTHER ADVICE. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU SHOULD SEEK YOUR OWN PROFESSIONAL ADVISERS, INCLUDING LEGAL COUNSEL, FOR LEGAL, BROKERAGE, OR ACCOUNTING SERVICES AND THAT THE COMPANY'S SERVICES ARE NOT A SUBSTITUTE FOR SUCH THIRD-PARTY PROFESSIONALS. WE MAY PROVIDE ADVICE AND PROFESSIONAL RECOMMENDATIONS TO ASSIST YOU TO RENDER INFORMED DECISIONS. OUR SERVICES ARE NOT MEANT TO BE A SUBSTITUTE FOR LEGAL ADVICE OR YOUR EXERCISE OF YOUR OWN BUSINESS JUDGMENT. ANY SUCH JUDGMENTS OR DECISIONS ARE MADE AT YOUR SOLE ELECTION. WHEN OUR SERVICES INCLUDE ESTIMATES OR PREDICTIONS OF FUTURE EVENTS OR BEHAVIORS, WE MAKE NO GUARANTEES AS TO THE OCCURRENCE OF SUCH FUTURE EVENTS OR BEHAVIORS.

   YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE CONTENT AND ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE, UP TO DATE, OR COMPLETE. YOU SHOULD NOT RELY ON THE INFORMATION AND CONTENT MADE AVAILABLE THROUGH OUR PLATFORM, AND ANY SUCH RELIANCE IS STRICTLY AT YOUR OWN RISK. WE HEREBY DISCLAIM ANY AND ALL LIABLITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION OR CONTENT BY YOU OR ANY THIRD PARTY WHO MAY BE INFORMED OF THE CONTENTS OF THE PLATFORM. YOU ACKNOWLEDGE THAT THE CONTENT ON THE PLATFORM MAY BE PROVIDED BY THIRD PARTIES, INCLUDING OTHER USERS (SUCH AS BROKER-DEALER DATA). ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN SUCH CONTENT ARE SOLELY THE OPINIONS AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING SUCH CONTENT. SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINION OF THE COMPANY. WE ARE NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY MATERIALS PROVIDED BY ANY THIRD PARTIES. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY OF THE CONTENT ON OUR PLATFORM.

   YOU ACKNOWLEDGE THAT THE PLATFORM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE WILL NOT BE LIABLE IF FOR ANY REASON ALL OR ANY PART OF THE PLATFORM IS UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR CONTENT ON THE PLATFORM OR TO YOUR DOWNLOADING THEREOF.

   IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, THE SERVICES, OR THE CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50).

   SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

   NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

10. INDEMNIFICATION

    You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Platform; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11. COMMUNICATIONS WITH AND SUBMISSIONS TO US

    Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us (whether you are a Guest or Registered User), including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

12. EXTERNAL SITES

    The Platform may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

13. COMPLIANCE WITH APPLICABLE LAWS

    The Platform is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction with respect to your access to and use of the Platform.

14. TERMINATION OF THE AGREEMENT

    We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability. Sections 4-19 shall survive the termination of this Agreement.

15. CONTROLLING LAW

    This Agreement and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

16. BINDING ARBITRATION

    In the event of a dispute arising under or relating to this Agreement, the Content, or the Platform (each, a "Dispute"), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 16 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

17. CLASS ACTION WAIVER

    You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. EQUITABLE RELIEF

    You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.

19. MISCELLANEOUS

    Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

    This Platform is operated by Notice, Inc., 2810 N Church St #65016 Wilmington, DE 19802-4447. All feedback, comments, requests for technical support and other communications relating to the Platform should be directed to success[at]notice.co.

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