Dated: September 10, 2024

Aura Tech LLC (“we”, “our” or “us”) operates the platform, which includes the app and website, and all related social media pages (the foregoing, and all content, features, and materials thereon, shall hereinafter be collectively referred to as the “Platform”).

NOTICES:
THIS WEBSITE AND THE SERVICES PROVIDED HEREIN DO NOT OFFER “REAL MONEY GAMBLING.” NO ACTUAL MONEY IS REQUIRED TO PLAY, AND THE SERVICE IS INTENDED FOR ENTERTAINMENT PURPOSES ONLY.

You represent and warrant that You have the right, authority, and capacity to accept these Terms and to abide by them, that You are of legal age and that You have fully read and understood the Terms. You must read these Terms carefully in their entirety before checking the box for acceptance of these Terms. By using, or otherwise accessing the Service, or clicking to accept or agree where that option is made available, You confirm that you have read and agree to these Terms. If you do not agree to these Terms, then you may not access or use the Platform or Service. All of your activity on the Website or Platform and all or your transactions with us, including all events which occurred before your acceptance of these Terms, shall be subject to these Terms.

1. Changes

1.1. From time to time, We may modify or amend these Terms. If We do so, any such modifications or changes shall be reflected in the Terms Of Use or Incorporated Policies, as applicable, on the Site. We may also, but shall not be required to, notify You by email regarding any material changes to the Terms Of Use or Incorporated Policies. Whether You receive or review such notifications, You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Terms Of Use, including the Incorporated Policies, as posted on the Site prior to accessing the Site or partaking in any Service. Your further use of the Service after any changes are posted shall constitute further consent and agreement to the terms as changed or amended.

1.2. From time to time, We may also modify any of the Incorporated Policies If we do so, any such modifications or changes shall be reflected in the Incorporated Policies as posted on the Site. You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Incorporated Policies as posted on the Site prior to accessing the Site or partaking in any Service. Your further use of the Service after any changes are posted shall constitute further consent and agreement to the Incorporated Policies as changed or amended.

1.3. In the event of any conflict between the Terms and the Incorporated Policies, the Terms shall control.

2. DEFINITIONS

2.1 Customer Account means an account held by a Player.

2.2 Game means any one or more Coin Game(s) available on the Platform. We reserve the right to add and remove Games from the Platform at our sole discretion.

2.3 Player or You means any person who uses the Platform to register an account or play Games.

2.4 Terms of Use or Terms means these terms of use, as amended from time to time.

3. License

3.1 Coins. The Service includes a License (defined below) to You to use virtual, in-game tokens including, but not limited to chips, coins, credits, or points, that may be provided for use on the Platform. No matter the reference, Coins are non-transferrable and may be used subject to this License only. Regardless of the format of the Games of chance presented on the Platform, there is no opportunity for a User on the Platform to win real-money or any prize while playing the Games using Coins, regardless of whether any purchase was made at any point by the User.

3.2 The License. Subject to Your agreement and continuing compliance with these Terms, we grant You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use the Service, Games and Coins solely for Your personal, private entertainment on the Platform and for no other reason (the “License”). Other than this limited, personal, revocable, non-transferable, non-sublicensable License to use the Coins with the Service, You have no right or title in or to any such Coins appearing or originating with the Service, or any other attributes associated with use of the Service or stored within the Service. You acknowledge and agree that Your License to use the Service is limited by these Terms and if You do not agree to, or act in contravention of, these Terms, Your License to use the Service may be immediately terminated. We have the absolute right to manage, regulate, control, modify and/or eliminate such Coins as it sees fit in its sole discretion to the extent legally permissible, and We shall have no liability to You or anyone for the exercise of such rights.

3.3 No Right to Sell or Assign. The transfer or sale of Coins by You to any other person is strictly prohibited. You may NOT sell or assign Your User Account to any other person under any circumstances. Any attempt to do so is in violation of these Terms, will result in in closure and forfeiture of the User Account, and may result in a lifetime ban from the Service and possible legal action.

3.4 These Terms do not grant You any right, title or property or ownership interest in the Service or any Coins.

3.5 Except as identified and specified in these Terms, You agree not to:

3.5.1 sell, rent, distribute, transfer, license, sub-license, lend or otherwise assign any rights of any part of the Service to any third party;

3.5.2 copy, modify, create derivative works of the Service (including but not limited to any software that forms part of the Service), including, without limitation, making adaptations or modifications to the Service;

3.5.3 reproduce the Service or any part in any form or by any means;

3.5.4 exploit the Service in any unauthorized way whatsoever, including without limitation, by trespass or burdening network capacity;

3.5.5 disassemble, decompile, reverse engineer, or attempt to derive the source code of the Service, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law;

3.5.6 make the Service available to multiple users by any means, including by uploading the Service to a file-sharing service or other type of hosting service or by otherwise making the Service available over a network where it could be used by multiple devices at the same time;

3.5.7 misrepresent the source of ownership of the Service;

3.5.8 scrape, build databases or otherwise create permanent copies of any content derived from the Service; or

3.5.9 use the Service in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.

4. Eligibility

4.1 You are over 18 years of age or the minimum legal age of majority whichever is higher in the jurisdiction in which you are located at the time of accessing or using the Service and are, under the laws of the jurisdiction(s) applicable to You, legally allowed to participate in the Games and access the Service;

4.2 You understand and accept that we are unable to provide You with any legal advice or assurances and that it is Your sole responsibility to ensure that at all times You comply with the laws that govern You and that You have the complete legal right to use the Service;

4.3 You will monitor Your User Account and ensure that no child under the age of 18 can access the Service using Your User Account. You accept full responsibility for any unauthorized use of the Service by minors and You acknowledge that You are responsible for any use of the Service, including use of Your credit card or other payment instrument by minors;

4.4 You participate in the Games strictly in Your personal capacity for recreational and entertainment purposes only;

4.5 You further represent and warrant that all information you supply to Us is complete and accurate;

4.6 You will not be involved in any fraudulent or other unlawful activity in relation to Your participation in any of the Games and You will not use any software-assisted methods or techniques (including but not limited to “bots” designed to play automatically) for Your participation in any of the Games. We reserve the right to invalidate any participation in the event of such behavior;

4.7 In relation to any purchase, You must only use a valid form of payment accepted by the Platform or its third party payment processing provider(s) (“Payment Agent(s)”) which lawfully belongs to You (the “Payment Mechanism”).

5. User Account

5.1 You must create a User Account in order to access or use the Service.

5.2 Only one User Account is permitted per person. In the event You open or try to open more than one User Account, all User Accounts You have opened or try to open may then be terminated or suspended and any Coins balances may be voided.

5.3 You are required to keep Your personal details up to date. If You change Your address, email, phone number or any other contact details or personal information, please contact customer support. The name that You provide to us at registration must be match any identification You provide for Your User Account verification.

5.4 You confirm that You will not share Your User Account or password with any other person or let anyone else access or use Your User Account without our written permission. You will not access or use a User Account which has been rented, leased, sold, traded, or otherwise transferred from the Account creator without our written permission.

5.5 If You become aware, or have reasons to suspect, that the security of Your User Account may have been compromised, including loss, theft or unauthorized disclosure of Your password and User Account details, You must notify us immediately.

5.6 You are responsible for maintaining the confidentiality of Your User Account and accept responsibility for all uses of the User Account, including any purchases (whether or not authorized by You).

5.7 User Account registrations may be limited to one Account registration per person or per IP address at our sole discretion.

6. Games and Contests

6.1 In addition to these Terms, Games offered on the Service may have their own rules which are available on the Service. It is Your responsibility to read the rules of a Game before playing. You must familiarize Yourself with the applicable terms of play and read the relevant rules before playing any Game.

6.2 We may assign minimum or maximum Coins purchases as specified and offered on the Platform.

6.3 Coins that have been submitted for play and accepted cannot be changed, withdrawn or cancelled and the Coins will be drawn from your Coins Wallet instantly upon use.

6.4 We reserve the right to declare the result of any Game void, partially or in full, if, in our sole discretion, we deem it obvious that there was an error, mistake, misprint or technical error on the pay-table, win-table, minimum or maximum stakes, odds or software.

6.5 In the event of a discrepancy between the result showing on a Game or Platform and our or its affiliate’s server software, the result showing on our or its affiliate’s server software will be the official and governing result.

7. Purchases

7.1 You can purchase a limited, revocable license to use additional Coins by providing billing authorization through the in-app purchase payment facility of the operating system on your device or via another third party provider.

7.2 The purchase of Coins is the purchase of a limited, revocable License that allows you to participate in Coins Games and is not the deposit of funds which can be withdrawn. Funds used to purchase Coins will not, and cannot, be refunded to you. Coins do not have any real money value.

7.3 The price of the Coins’ license will be the price indicated on the order page.

7.4 The name on Your Payment Mechanism must match the name on Your User Account. If it comes to our attention that the name You registered on Your User Account and the name linked to Your Payment Mechanism differ, Your User Account will be suspended, purchases may be voided, and any Coins balance may be adjusted accordingly.

7.5 You acknowledge and agree that we may, from time to time and without notice, appoint one or more Payment Agents to process or make payments from or to You on our behalf.

7.6 If one or more of Your purchases is subject to a charge back request, Your Account will be suspended. In the event of any charge back on Your Account, the amount of the charge back will be a debt owed by You to Us, and You must immediately submit payment for such purchases through an alternative Payment Mechanism.

7.7 You agree that we and/or our Payment Agents appointed by us from time to time may store Your Payment Mechanism details to process future purchases. By accepting these Terms, you authorize us and/or our Payment Agents to store Your payment credentials in compliance with applicable payment processing regulations.

7.8 A Payment Agent will have the same rights, powers and privileges that we have under these Terms and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event will we be liable to You for any loss, damage or liability resulting from the Payment Agent’s negligence and/or acts beyond the authority given by us.

7.9 All purchases will be in USD.

8. Verification

8.1 You acknowledge that we, or a third party acting on our behalf, are entitled to conduct any verification checks (including but not limited to age and identity verifications and credit background checks) that we may reasonably require and/or that are required of us under applicable laws and regulations or by relevant regulatory authorities. You agree to comply with all verification checks in a timely manner.

8.2 You agree that we may restrict Your opening or use of a User Account pending any verification checks having been completed to our satisfaction.

8.3 The documents required may include, but are not limited to, social security number, photo identification, such as a government issued passport or driver’s license; a utility bill that matches the address registered on Your User Account; and source of wealth or source of funds documentation such as a payslip or bank statement.

8.4 In the event that any verification check cannot be completed for any reason, including Your failure to provide any requested documentation, then We may, in our sole discretion, terminate deactivate or otherwise restrict Your User Account.

8.5 You acknowledge and agree that we may use third party service providers to run external identification, location verification and other verification checks based on the information provided by You from time to time. You must enable and allow “Locations Services” on Your device or PC in order to operate the Service or access your User Account.

9. Fradulent Conduct

9.1 You will not, directly or indirectly:

· hack into any part of the Games through password mining, phishing, or any other means;

· attempt to modify, reverse engineer, or reverse-assemble any part of the Games or Platform;

· knowingly introduce viruses, Trojans, worms, logic bombs, spyware, malware, or other similar material;

· circumvent the structure, presentation or navigational function of any Game so as to obtain information that not to make publicly available;

· engage in any form of cheating or collusion;

· use the Service, Platform, or the systems to facilitate any type of illegal money transfer (including money laundering proceeds of crime);

9.2 You must not use the Platform for any unlawful or fraudulent activity or prohibited transaction (including Fraudulent Conduct) under the laws of any jurisdiction that applies to you. We monitor all transactions to prevent money laundering.

9.3 If we suspect that you may be engaging in, or have engaged in fraudulent, unlawful or improper activity, including money laundering activities or any conduct which violates these Terms of Use, your access to the Service may be deactivated immediately and your Customer Account may be suspended, in the sole discretion of us. If your Customer Account is deactivated or suspended under such circumstances, we are under no obligation to reverse any Coins purchases you have made. In addition, we may pass any necessary information on to the relevant authorities, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions. You will cooperate fully with any investigation into such activity.

10. Limitation

10.1 We hereby reserve the right to deactivate, limit, or suspend Your Customer Account for any reason whatsoever at any time without notifying you.

10.2 We hereby reserve the right, at our sole discretion, to deactivate or suspend your Customer Account (notwithstanding any other provision contained in these Terms of Use) where we have reason to believe that you have engaged or are likely to engage in any of the following activities:

· You breached, or assisted another party to breach, any provision of these Terms of Use, or we have a reasonable ground to suspect such breach;

· You have more than one Customer Account on any Platform;

· The name registered on your Customer Account does not match the name on the financial/bank account and/or the credit/debit card(s) used to make purchases on the said Customer Account;

· Your communication with us through email, social media, or other means consists of harassment or offensive behavior or comments, including (but not limited to) threatening, derogatory, abusive or defamatory statements or remarks, libel, and/or publishing publicly such statements about the Company or individuals associated with the Company;

· Your Customer Account is deemed to be an Inactive Account;

· You become bankrupt;

· You provide incorrect or misleading information while registering or verifying a Customer Account including, but not limited to, name, state of residence, date of birth and/or any other identity details;

· Your identity cannot be verified;

· You attempt to use Your Customer Account through a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your citizenship, location or place of residence, or by playing Games using the website through a third party or on behalf of a third party;

· You are not over 18 years of age;

· You have allowed or permitted (whether intentionally or unintentionally) someone else to participate using your Customer Account;

· You have played in tandem with other Player(s) as part of a club, syndicate, group, etc., or played the Games in a coordinated manner with other Player(s) involving the same (or materially the same) actions, decisions, or selections;

· You have failed our due diligence procedures, or are found to be colluding, cheating, money laundering or undertaking any kind of fraudulent activity;

11. Intellectual Property

11.1 These Terms confer only the right to use the Service and they do not convey any rights of ownership in or to the Service.

11.2 All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service will remain our sole property or where licensed from a third party their sole property.

11.3 Your use of the Games will not convey any ownership rights in the intellectual property to You. The titles, source and object codes, game client and server software, the “look and feel” of the Games, sounds, musical compositions, audio-visual effects, concepts and methods of operation, layout, text, data, User Accounts, themes, objects, characters and character likenesses, character names and character profile information, stories, dialogue, catch phrases, locations, artwork, animations files, images, graphics, documentation, gaming history and recording of game play, transcripts of any chat rooms, and moral rights, whether registered or not, and all applications related to the above will remain vested in us or any third party supplier of the Games.

11.4 Notwithstanding anything to the contrary in these terms, You acknowledge and agree that You shall have no ownership or other property interest in the User Account, and You further acknowledge and agree that all rights in and to the User Account are and shall forever be owned by and inure to the benefit of us.

12. Responsibility for User Generated Content

12.1 You are responsible for complying with all laws applicable to Your User Content. You agree not to submit to the Service, or send to other users of the Service, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, illegal material or any material that infringes or violates another party’s rights.

12.2 You will not provide inaccurate, misleading or false information to us or to any other user of the Service. If information provided to us, or another user of the Service, subsequently becomes inaccurate, misleading or false, You will notify us of such change immediately.

12.3 We may, in our sole discretion, delete any User Content without notice but are under no obligation to do so. We have no responsibility for the conduct of any user in the Service, including any User Content submitted in the Service. We assume no responsibility for monitoring the Service for inappropriate content or conduct. Your use of the Service is at Your own risk.

12.4 You hereby grant us the sole and exclusive, irrevocable, sub-licensable, transferable, worldwide, royalty-free license to reproduce, modify, create derivative works from, publish, distribute, sell, transfer, transmit, publicly display and use any User Content and to incorporate the same in other works in any form, media, or technology now known or later developed.

12.5 You further hereby grant to us the unconditional, right to use and exploit Your name, likeness and any other information or material included in any User Content and in connection with any User Content or Your User Account, without any obligation to You. You waive any rights of attribution and/or any moral rights You may have in Your User Content, regardless of whether Your User Content is altered or changed in any manner except as prohibited by law.

12.6 You acknowledge and agree that all User Content whether publicly posted or privately transmitted to the Service is at Your sole responsibility and risk. We disclaim any responsibility for the backup and/or retention of any User Content transmitted to the Service.

12.7 Prohibited Content; User Content that is prohibited in the Service includes, but is not limited to:

· User Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

· Harassing User Content;

· User Content of a sexual or offensive nature;

· User Content that promotes terrorism or religious hatred;

· User Content that promotes illegal activities or conduct that is abusive, threatening, obscene or defamatory;

· User Content of commercial nature without authorization from us; or

· User Content promoting the services of another business or competitor.

13. Disruptions

13.1 THE SERVICES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, AND USER MATERIALS), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY: (A) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE SERVICES; (E) THAT YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.

13.2 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13.3 We are not liable for any downtime, server disruptions, errors, lagging, or any technical or political disturbance to the Service or Games, nor attempts by You to participate by methods, means or ways not intended by us.

13.4 We accept no liability for any damages or losses which are deemed or alleged to have arisen out of or in connection with any Service including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or lines failure, any person’s misuse of a Service or any errors or omissions in the Service.

13.5 In the event of a Service system malfunction, then all Game play on the Service will be void.

13.6 In the event of an error or malfunction in a Game, then all Game play resulting from the error or malfunction will be voided.

13.7 We reserve the right to remove any part of the Games from the Service at any time. Any part of the Games that indicate incorrect behavior affecting, game data, or Coins balances, that may be due to error, misconfiguration or a bug, will be cancelled and removed from the Service. We reserve the right to alter player balances and Account details under such circumstances, at our sole discretion, in order to correct any mistake.

13.8 We may temporarily suspend the whole or any part of the Service for any reason at our sole discretion. We may, but will not be obliged to, give You as much notice as is reasonably practicable of such suspension. We will restore the Service, as soon as is reasonably practicable, after such temporary suspension.

13.9 We reserve the right to declare participation in a Game void, partially or in full, if, in our sole discretion, we deem it obvious that there was an error, mistake, misprint or technical error on the pay-table, win-table, minimum or maximum stakes, odds or software.

13.10 If You are incorrectly awarded any Coins or promotional prizes as a result of (a) any human error; (b) any bug, defect or error in the Service; or (c) the failure of any Games to operate in accordance with the rules of the relevant game, then We will not be liable to award You any such Coins or prizes, and You agree that any such Coins or prizes that have been awarded in error to Your User Account will be voided.

13.11 We retain absolute discretion in the event of a discrepancy between the result showing on a user’s device and the server software. Such discretion includes the authority to recognize the result showing on the server software as the official and governing result.

14. Limitation of Liability and Indemnification

14.1 Limitation of Liability.

BY ACCESSING, USING OR DOWNLOADING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NEITHER THE COMPANY NOR ANY OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE COMPANY OR ANY OF THEIR AFFILIATES, SUBSIDIARIES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, SUPPLIERS, ADVERTISERS, PAYMENT SERVICES PROMOTERS, PARTNERS, OR CONTRACTORS (COLLECTIVELY “RELEASED PARTIES”) ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, RELIANCE ON ANY MATERIAL OR CONTENT ON THE SERVICES, OR BROWSING OF THE SERVICES OR THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SERVICES, SPECIFICALLY INCLUDING ANY PAST, PRESENT OR FUTURE USE OF “COOKIES,” “GET REQUESTS,” PIXELS AND OTHER TRACKING TECHNOLOGY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF THE RELEASED PARTIES TO YOU IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM ANY CAUSE, WHETHER DIRECT OR INDIRECT, OR FOR ANY AMOUNTS EXCEED THE TOTAL AMOUNT YOU HAVE PAID THE COMPANY IN THE YEAR IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.RELEASED PARTIES CANNOT AND DO NOT WARRANT OR GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES.

14.2 Indemnification. BY USING THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS OF SUIT) THE RELEASED PARTIES FROM ANY AND ALL THIRD PARTY CLAIMS AGAINST THE COMPANY RELATED IN ANY WAY TO YOUR ACCOUNT, YOUR USE OF THE SERVICES OR YOUR ACCESS TO THE SITE.

14.3 You agree that any claims, regardless of form, arising out of or related to the Site (including Services) or these Terms of Use or Privacy Policy must BE FILED within ONE (1) YEAR of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute.

14.4 SOLE AND EXCLUSIVE REMEDY/LIMITATION ON RECOVERY. UNLESS OTHERWISE PROHIBITED BY LAW, IN ANY DISPUTE WITH US, YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY LEGAL THEORY SHALL BE TO RECOVER THE AMOUNT OF YOUR OWN PURCHASES DURING THE ONE (1) YEAR PERIOD PRIOR TO THE FILING OF YOUR CLAIM. IN NO EVENT MAY YOU RECOVER UNDER ANY THEORY ANY AMOUNT MORE THAN THE AMOUNT OF YOUR OWN PURCHASES DURING THE ONE (1) YEAR PERIOD PRIOR TO THE FILING OF YOUR CLAIM. IN ADDITION, EXCEPT TO THE EXTENT PROHIBITED BY LAW OR OTHERWISE ALLOWED BY THESE TERMS, YOU MAY NOT SEEK INJUNCTIVE RELIEF ON YOUR OWN BEHALF, ON BEHALF OF ANY CLASS OF PERSONS OR FOR THE BENEFIT OF THE GENERAL PUBLIC.

14.5 TO THE EXTENT ANY OF THE LIMITATIONS OF REMEDY, INCLUDING WAIVER OF THE RIGHT TO PRIVATE OR PUBLIC INJUNCTIVE RELIEF, ARE NOT PERMITTED BY LAW OF ANY APPLICABLE JURISDICTION, SUCH LIMITATIONS SHALL NOT APPLY AND SHALL BE DEEMED AS SEVERABLE AND STRICKEN FROM THESE TERMS. THE PARTIES AGREE FURTHER THAT SUCH PROVISION(S) SHALL NOT AFFECT THE ENFORCEABILITY OF THE TERMS OR THE ARBITRATION AGREEMENT, WHICH THE PARTIES AGREE SHALL REMAIN IN PLACE AND IN FORCE LESS ANY SUCH STRICKEN PROVISIONS.

15. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

15.1 By using, or otherwise accessing the Service, or clicking to accept or agree to the Terms where that option is made available, you confirm that you have read and accept and agree to this Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Website or Platform and all or your transactions with us, including all events which occurred before your acceptance of this Agreement, shall be subject to this Agreement.

15.2 Scope of Agreement to Arbitrate. You agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by you, your access to or use of any Platform or the Service, or to this Agreement, the Terms of Use, or Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Agreement or the Terms of Use) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Agreement. In addition, in the event of any Dispute concerning or relating to this Agreement — including the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the arbitrability of any claims—you agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.

15.3 The parties agree that any issues determined in the arbitration shall be for the benefit of the parties only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings.

15.4 Notwithstanding the above provision and Agreement to Arbitrate, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.

15.5 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or us.

15.6 You are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Service as a basis to enforce this arbitration agreement as to such claims.

15.7 The parties acknowledge that this Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Service, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Agreement.

16. Miscellaneous

16.1 Entire Agreement. These Terms constitute the entire agreement between You and us with respect to Your use of the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and us with respect to Your participation.

16.2 Tax. You are solely responsible for any taxes which apply to Your use of the Service.

16.3 Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside of our reasonable control, including but not limited to an act of God, hurricane, war, fire, riot, earthquake, weather, pandemic or endemic, terrorism, act of public enemies, strikes, labor shortage, actions of governmental authorities or other force majeure event.

16.4 Severability. In the event any provision of these Terms is held unenforceable, such provision will be ineffective but shall not affect the enforceability of the remaining provisions. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

16.5 Assignment. These Terms are personal to You, and are not assignable, transferable or sub-licensable by You except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party without notice to You, and in such case the Terms shall apply to and bind any successor-in-interest or assignee of ours.

16.6 Third-Party Beneficiaries. You further agree and intend that these Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for their use or benefit.

16.7 Entire Agreement. These Terms contain the entire understanding between You and us, and supersede all prior understandings between You and us relating to the subject matter.

16.8 Business Transfers. In the event we undergo a change of control, merger, acquisition, or sale of assets, Your User Account and associated data may be part of the assets transferred to the purchaser or acquiring party.

16.9 Waiver. Our failure to assert breach or a violation of these Terms or otherwise failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future.