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1. WHO MAY USE THE SERVICES

You must be thirteen (13) years of age or older to use the Services. Minors under the age of majority in their jurisdiction but that are at least thirteen (13) years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of thirteen (13) are not permitted to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2. THE SERVICES, USER ACCOUNTS, SUBSCRIPTIONS

2.1 User Input and AI-Generated Output.

As part of your use of the Services, you may be able to input text prompts, images, audio, and other data (“User Input”) to the Services to direct the generation of AI-created video and image content (“User Output”). veme.ai’s core Services enable you to create AI-generated videos, images, and related visual content based on your User Input.

We do not claim any ownership rights in your User Input or User Output, and we do not restrict your ability to use User Output for your own purposes (including for commercial purposes). As between us and you, to the extent we acquire any rights in any User Output, we hereby assign to you all right, title and interest in and to such User Output. However, you acknowledge that due to the nature of generative AI, your User Output may not be unique and other users may create similar or identical outputs from similar User Input. Your User Input, User Output, and any other information, materials, or content you post, upload, or make available through the Services are collectively referred to as “Your Content.” You are responsible for Your Content, including ensuring it does not violate any laws or rights of third parties.

2.2 Creating and Safeguarding your Account.

To use certain of the Services, you need to create an account or link another account, such as your Apple, Google, or other supported account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at [email protected] if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised. You agree not to create any Account if we have previously removed your account or banned you from any of our Services, unless we provide written consent otherwise.

2.3 Subscription Payment.

If you subscribe to any of our paid Services, you agree to pay us the applicable fees and taxes in U.S. Dollars or such other currency we may specify. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. You agree that (A) if you purchase a recurring subscription, we may store and continue billing your payment method (e.g., credit card) to avoid interruption of such Services, and (B) we may calculate taxes payable by you based on the billing information you provide. We reserve the right to change our subscription plans or adjust pricing at any time. All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable.

2.4 Upgrading a Paid Service.

If, as a subscriber to any of our paid Services, you upgrade to a higher tier of paid Service (an “Upgrade Tier”) before the end of the then-current subscription period, you authorize us to charge you for the difference between the fees associated with the lower tier and the Upgrade Tier for the remainder of the then-current subscription period.

2.5 Subscription Renewals and Cancellations.

Your subscription will automatically renew at the frequency referenced on your subscription page (or if not designated, then monthly) at the then-current rates. Your payment method will be charged at the start of each new subscription period. To avoid future subscription charges, you must cancel your subscription five (5) days before the renewal date by going to billing management on the Website or App and clicking “Cancel Subscription”.

2.6 No Subscription Refunds.

Except as expressly set forth in these Terms, payments for subscriptions to the Services are non-refundable and there are no credits for partially used periods. Following any cancellation by you, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made. If the Company suspends, deletes, or terminates your Account for a breach of these Terms, your access will terminate immediately and you will not be entitled to any refunds.

2.7 AI Generation Credits and Usage Limits.

Access to video and image generation features may be subject to usage limits or credit systems based on your subscription tier. Unused generation credits do not roll over between billing periods unless otherwise specified in your subscription plan. The Company reserves the right to adjust generation limits, model availability, and output quality tiers at any time with reasonable notice.

3. AFFILIATE PROGRAM

We may allow you to earn certain rewards via promotions of our Services through our affiliate program (“Affiliate Program”). To participate in the Affiliate Program, you must be eighteen (18) years or older and a content creator, and you must submit an application via the Website or the App. Acceptance or denial into the Affiliate Program is at our sole discretion.

If accepted, you will be provided with a personalized link to refer others to the Services. To earn rewards, a new user (“Referred User”) must use your personalized link to create an Account and make a Qualifying Purchase. A “Qualifying Purchase” means a first-time purchase of a paid subscription that is not cancelled or refunded and is made in compliance with these Terms.

You agree not to attempt to earn rewards through fraudulent, deceitful, artificial, or illegal methods, including by creating multiple accounts, using bots or spam, publishing your link on coupon websites, or offering compensation in connection with your referral link. We reserve the right to terminate or withhold rewards in our discretion for any or no reason, and may change or discontinue the Affiliate Program at our sole discretion.

4. YOUR CONTENT

4.1 Your Content License Grant.

In order to operate the Services — including generating, processing, storing, and displaying AI-created video and image content — we must obtain from you certain license rights in Your Content. Accordingly, by using the Services and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, such as format conversion and device compatibility) Your Content solely as required to operate, improve, promote, and provide the Services. You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide and irrevocable (for so long as Your Content is stored with us).

4.2 User-Generated and Remixed Content.

As part of the Services, users may create remixes or variations of publicly shared User Output (“Remixed User Output”). You agree that other users of the Services shall have the right to use, reproduce, modify, and build upon Your publicly shared Content as part of their own use of the Services. If we provide you with functionality to post Your Content privately (“Private Content”), the foregoing rights granted to other users shall not apply to such Private Content unless you choose to make it public.

To the fullest extent permitted by applicable law, the Company reserves the right, in its absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that you have all rights, licenses, consents, and permissions necessary to grant the rights herein.

4.3 AI-Generated Content Disclosure.

You acknowledge that the Services produce AI-generated video and image content. You agree not to use or distribute User Output in a misleading way, including representing that the User Output is entirely human-created, constitutes a real photograph of an actual event, or depicts real people, places, or events without appropriate disclosure. We encourage you to proactively disclose that Your Content was created using AI technologies to avoid misleading others.

4.4 Prohibited Content in AI Generation.

When using our video and image generation features, you may not submit User Input that is intended to generate, or that results in: content that is defamatory, obscene, pornographic, or sexually explicit; content depicting real identifiable individuals in false, harmful, or non-consensual contexts; deepfakes or synthetic media designed to deceive or harm; content that facilitates violence, hate speech, or illegal activity; or content that infringes any third party’s intellectual property rights. Violations of this section may result in immediate account termination.

4.5 Notice of Infringement – DMCA (Copyright) Policy.

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(C) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

• identification of the copyrighted work that is claimed to be infringed;
• identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
• information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
• a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
• a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
• the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

You acknowledge and agree that we do not monitor or review all of Your Content that is uploaded or posted to the Services. We may use certain technologies or third-party service providers to screen Your Content and remove any content that is unlawful, defamatory, obscene, or that otherwise violates the use restrictions set forth in Section 6.2. DMCA counter-notifications may be submitted pursuant to sections 512(g)(2) and (3) of the DMCA. Please send all copyright-related notices to: [email protected].

5. PRIVACY POLICY

Our Privacy Policy describes how we handle the information you provide to us when you use the Services, including information related to your use of AI video and image generation features. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.veme.ai/privacy.

6. RIGHTS WE GRANT YOU

6.1 Right to Use Services.

We hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, revocable, and non-exclusive right and license to access and use the Services, including AI video and image generation features, solely as permitted by these Terms. This includes the right to download a single copy of the App onto your applicable device. Your access and use of the Services may be interrupted from time to time for maintenance, updates, or other reasons at the Company’s sole discretion.

6.2 Restrictions On Your Use of the Services.

You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

• download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any of our proprietary technology, AI models, or other intellectual property that makes up or is included in the Services;
• use User Input or User Output to develop any product, service, or technology that competes with the Company or the Services, including training competing AI models on User Output;
• use the Services to generate content that is inaccurate, illegal, unlawful, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, hateful, or otherwise objectionable (collectively, “Objectionable Content”);
• generate synthetic media (deepfakes) depicting real people in false, harmful, or non-consensual contexts, including non-consensual intimate imagery;
• use the Services for political disinformation campaigns, election interference, or the mass production of synthetic propaganda;
• frame, replicate, or develop an interface to access the Services without going directly to the Website or the App (e.g., via an API), unless we explicitly make such functionality available to you;
• duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying AI models, algorithms, or architectures), or attempt to do any of the same;
• use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
• access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services;
• attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
• use any robot, spider, crawler, scraper, or other automatic device to monitor, extract, copy or collect information or data from or through the Services;
• introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
• violate any applicable law or regulation in connection with your access to or use of the Services; or
• use or distribute User Output in a misleading way, including representing that AI-generated video or image content is entirely human-created, constitutes a real photograph, or depicts real events without appropriate disclosure.

6.3 Use of the App.

You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. As part of the Services, you may receive push notifications, text messages, alerts, emails or other types of messages in connection with the App (“Push Messages”). You have control over the Push Messages settings and can opt in or out through the Services or through your mobile device’s operating system. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device.

6.4 Mobile Software from the Apple App Store.

The following terms and conditions apply to you only if you are using the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. You and the Company acknowledge that Apple is not responsible for addressing any claims relating to the App, including product liability claims, regulatory compliance claims, and claims arising under consumer protection legislation. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the App.

6.5 Beta Offerings.

From time to time, we may include certain test or beta features or products in the Services (“Beta Offerings”), such as experimental AI models, new generation modes, or early-access video features. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies. You acknowledge and agree that all use of any Beta Offering is at your sole risk. If we provide you any Beta Offerings on a confidential basis, you agree not to disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

7. OWNERSHIP

7.1 Ownership of the Services.

The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, AI models, algorithms, training methodologies, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.

7.2 Ownership of Trademarks.

The Company’s name, Veme AI, the Company’s logo, and all related names, logos, product and service names, designs, graphics, commercial symbols and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, graphics, commercial symbols and slogans that appear on the Services are the property of their respective owners.

7.3 Ownership of Feedback.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you. You hereby assign to the Company any and all right, title and interest (including any patent, copyright, trade secret, trademark, moral rights and any other intellectual property right) that you may have in and to any and all Feedback.

8. THIRD-PARTY SERVICES AND MATERIALS

8.1 Use of Third-Party Materials in the Services.

Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and will not have any liability or responsibility for any third-party services, Third-Party Materials, or third-party websites. Third-Party Materials and links to other websites are provided solely as a convenience to you.

8.2 Third-Party AI Infrastructure.

Our Services may utilize third-party AI infrastructure providers, cloud computing services, and model providers to deliver video and image generation capabilities. Your use of our Services is subject to the applicable terms of service of such underlying providers. We are not responsible for any changes to third-party AI model availability, capabilities, or performance that may affect the Services.

8.3 YouTube Services.

By using our Services to publish or share content with YouTube, you are agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms).

9. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION

9.1 Disclaimers.

(A) Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “COMPANY ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, OF MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Company Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any AI-generated content; (ii) the quality, consistency, or suitability of AI-generated video or image outputs for any particular purpose; (iii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iv) the operation or compatibility with any other application or any particular system or device; and (v) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis.

(B) AI-GENERATED CONTENT DISCLAIMER. THE COMPANY DOES NOT WARRANT THAT AI-GENERATED VIDEO OR IMAGE CONTENT PRODUCED BY THE SERVICES WILL BE FREE FROM ERRORS, ARTIFACTS, INACCURACIES, UNINTENDED OUTPUTS, OR CONTENT THAT MAY BE CONSIDERED OFFENSIVE OR INAPPROPRIATE. THE SERVICES MAY PRODUCE OUTPUTS THAT ARE UNEXPECTED, INCONSISTENT, OR DO NOT MATCH YOUR INTENDED CREATIVE VISION. YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF AI-GENERATED CONTENT.

(C) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

(D) THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.

9.2 Limitations of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, GENERAL, SPECIAL, COMPENSATORY, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, AGGRAVATED OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

9.3 Indemnification.

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (A) your violation or breach of any term of these Terms or any applicable law or regulation; (B) your violation of any rights of any third party; (C) your misuse of the Services; (D) Your Content, including any AI-generated content you create or distribute; (E) your use of AI-generated content in a manner that violates applicable laws or these Terms; or (F) your negligence or wilful misconduct.

10. ARBITRATION AND CLASS ACTION WAIVER

10.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

10.2 Informal Process First.

You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

10.3 Arbitration Agreement and Class Action Waiver.

After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect. Because your contract with the Company concerns U.S. interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. Judgment on the arbitration award may be entered in any court that has jurisdiction. Except where prohibited by applicable law, any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

10.4 Exceptions.

Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (A) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute; (B) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (C) intellectual property disputes.

10.5 Costs of Arbitration.

Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

10.6 Opt-Out.

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to [email protected]. The notice must be sent within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies.

10.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION.

11. ADDITIONAL PROVISIONS

11.1 Updating These Terms.

We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website or the App. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

11.2 Termination of License and Your Account.

If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you.

11.3 Injunctive Relief.

You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

11.4 California Residents.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

11.5 U.S. Government Restricted Rights.

The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (A) only as Commercial Items, and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

11.6 Export Laws.

You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (A) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (B) to anyone listed on any U.S. Government list of prohibited or restricted parties. By using the Services, you represent and warrant that you are not located in any such country or on any such list.

11.7 Miscellaneous.

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 10, or if arbitration does not apply, then the state and federal courts located in Delaware.

11.8 How to Contact Us.

You may contact us by e-mail at [email protected].