USA GRANT APPLICATIONS TERMS OF USE

THIS IS A BINDING LEGAL CONTRACT BETWEEN USA GRANT APPLICATIONS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“COMPANY”) AND YOU (“USER”). USERS SHOULD CAREFULLY READ THESE TERMS OF USE (“TERMS OF USE”) BEFORE ACCESSING AND/OR USING ANY OF THE COMPANY’S WEBSITES, APPLICATIONS AND PLATFORMS, INCLUDING ANY MOBILE APPLICATIONS (COLLECTIVELY, THE “SITES”), OR (2) ANY PRODUCTS OR SERVICES PROVIDED BY OR THROUGH THE SITES (COLLECTIVELY, THE “SERVICES”). BY ACCESSING OR USING THE SITES OR SERVICES, THE USER AGREES TO BE BOUND BY THESE TERMS OF USE, AND BE LIABLE TO COMPANY FOR ANY NONCOMPLIANCE WITH THESE TERMS OF USE. IF THE USER DOES NOT AGREE TO THESE TERMS OF USE, AS THESE TERMS OF USE MAY BE MODIFIED FROM TIME TO TIME, THE USER MAY NOT USE THE SITES OR SERVICES.

1. Certain Acknowledgements. Each User acknowledges and agrees to the following:

(a) The Company reserves the right to discontinue, temporarily or permanently, the Sites or Services or any features or portions thereof without prior notice to User. The Company shall not be liable for any suspension or discontinuance of the Sites or Services or any portion thereof. User further expressly acknowledges and agrees that these Terms of Use do not entitle User to any support for the Sites or Services, and the Company may update or modify the Sites or Services from time to time and at Company’s sole discretion, and may require User to obtain and use the most recent version of the Sites and Services.

(b) THE SITES AND SERVICES, INCLUDING ANY PROPRIETARY MATERIALS AND THE LICENSED MATERIALS OF THIRD PARTIES ON, INCORPORATED INTO OR OTHERWISE MADE AVAILABLE THROUGH THE SITES AND SERVICES, SUCH AS DATA, TEXT, PHOTOGRAPHS, VIDEOS, AUDIO CLIPS, WRITTEN POSTS AND COMMENTS, LOGOS, BUTTON ICONS, DATA COMPILATIONS, GRAPHICS, SCRIPTS, ILLUSTRATIONS, INTERFACES, GRAPHICAL USER INTERFACES, INTERACTIVE FEATURES, SOFTWARE, SCRIPTS, AND ALL OTHER RESOURCES, SPECIFICATIONS, KNOW-HOW, INTELLECTUAL PROPERTY AND MATERIALS IN, ON OR AVAILABLE THROUGH THE SITES AND SERVICES (COLLECTIVELY, THE “MATERIALS”), ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY.

(c) Although the Company makes reasonable efforts to update information, the Company makes no representations, warranties or guarantees, whether express or implied, that (i) the Sites, Services and Materials are accurate, complete or up to date, (ii) the Company will in the future take any actions to update or correct the Sites, Services or Materials or (iii) that the Sites, Services or Materials are compatible with any mobile device, tablet, computer equipment or any programs.

(d) The Company shall not be responsible for any errors or omissions relating to the Materials or any other information included in, contained on, or made available through the Sites and Services (including, without limitation, any information relating to any grants or programs described or contemplated by the Sites and Services).

(e) THE COMPANY IS NOT A FUNDING AGENCY AND DOES NOT DISTRIBUTE ANY FUNDING TO USERS. EACH USER EXPRESSLY UNDERSTANDS AND AGREES THAT (I) THE COMPANY’S SERVICES AND MATERIALS ARE SOLELY EDUCATIONAL SERVICES INTENDED TO ASSIST USERS IN FINDING AND APPLYING FOR THIRD-PARTY FUNDING (I.E., SUCH AS PRIVATE ENTITIES AND GOVERNMENTAL AGENCIES); AND (II) ALL DECISIONS REGARDING FUNDING DECISIONS WILL BE EXCLUSIVELY DETERMINED BY SUCH THIRD PARTIES; (III) ALL FUNDS GRANTED BY SUCH THIRD PARTIES TO USERS WILL BE SUBJECT TO THE TERMS AND CONDITIONS IMPOSED BY SUCH THIRD PARTIES; AND (IV) THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT USER WILL RECEIVE ANY FUNDING, COMPENSATION OR AWARDS FROM ANY THIRD PARTY FUNDING SOURCE. Notwithstanding the foregoing or any provision of these Terms of Use to the contrary, the Company may provide certain monetary and other awards through customer loyalty programs.

2. Right to Use. Subject to these Terms of Use, the Company grants User a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Sites and Services. All rights not expressly granted to Users are reserved by the Company and any of its licensors. The Sites and Services may contain copyrighted material, trademarks, and other proprietary information and materials. User shall not copy, modify, publish, transmit, distribute, perform, or display any content, nor shall User sell, license, rent, or otherwise use or exploit any content for commercial use or in any way that violates any rights of the Company or any third party. The Company may (but is not required to) remove, block, edit or modify any content in Company’s sole discretion at any time for any reason or no reason at all and without notice to the User. THE COMPANY RESERVES THE RIGHT TO ACCESS, READ, PRESERVE, AND DISCLOSE ANY INFORMATION THE COMPANY REASONABLY BELIEVES IS NECESSARY TO SATISFY APPLICABLE LAWS OR PROTECT THE RIGHTS, PROPERTY OR SAFETY OF THE COMPANY AND THE COMPANY’S EMPLOYEES, AGENTS, USERS, THIRD PARTIES OR THE PUBLIC.

3. Membership Subscription. In order to access some or all of the Services, Users may be required to sign up for a membership subscription. Upon subscribing, Users will (i) be charged a monthly fee for access to the Services, including the Company’s web-based Resource Center, and (ii) maintain an account as set forth in Section 9 of these Terms of Use. Users may cancel their membership subscription with the Company at any time by emailing support@usagrantapplications.org or calling us on our toll-free number: 888-261-4837. The Company will automatically waive a User’s monthly subscription fee for the first thirty (30) days, provided that, following the initial thirty (30) day period, such will be charged the standard monthly fee (subject to Section 3(a)).

(a) Subscription and Price Changes. EACH USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE COMPANY, IN ITS SOLE AND ABSOLUTE DISCRETION, MAY MAKE CHANGES TO THE SUBSCRIPTION PLANS AND MONTHLY MEMBERSHIP FEES, INCLUDING, WITHOUT LIMITATION, INCREASING OR DECREASING MEMBERSHIP FEES FOR INDIVIDUAL USERS BASED ON SUCH USERS USE OF THE SERVICES. Prior to making any such changes, the Company will provide notice on its Sites and Services of the proposed changes. If a User does not wish to accept the changes, the User may cancel such User’s membership (as provided above in this Section 3) prior to such changes going into effect.

(b) Refunds. Under certain circumstances, the Company will refund all membership fees paid by User to the Company for the preceding twelve (12) month period (the “Refund”). A user may be eligible for a Refund if the User applies for a funding opportunity through the Sites or Services and User’s application was later rejected by the third party administering the funding opportunity. To be eligible for a Refund, a User will be required to, within thirty (30) days of receiving a rejection (the “Notice Period”), provide the Company with the name of the funding opportunity, a copy of any documentation evidencing the rejection of the funding opportunity, and such other information and evidence as may be requested by the Company, in its sole discretion, to verify User’s application and/or submission through the Sites and/or Services. Upon verification by the Company that the User is eligible for a Refund in accordance with this Section 3(a), the Company will provide pay the Refund to the User within thirty (30) days. Notwithstanding the foregoing, each User expressly agrees that User shall not receive a refund if (x) the User provides the foregoing information after the Notice Period or (y) the Company, in its sole and absolute discretion, determines that the User is not eligible for a Refund based on the Company’s review of the information provided by the User and such other verification as the Company may request.

4. Use Restrictions and Prohibited Conduct. User shall not, nor shall User permit any other person or entity to, access or use the Sites, Services or Materials except as expressly permitted by these Terms of Use. For purposes of clarity and without limiting the generality of the foregoing, User shall not, as determined by the Company in its sole and absolute discretion: (a) copy, modify, or create derivative works or improvements of the Sites, Services or Intellectual Property (as defined below), except as expressly permitted in these Terms of Use; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Sites, Services, Materials or Intellectual Property to any person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Sites, Services or Intellectual Property, in whole or in part; (d) bypass or breach any security device or protection used by the Sites, Services or Intellectual Property or access or use the Sites, Services or Intellectual Property other than through the use of User’s own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Sites or Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful or malicious code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Sites, Services, Materials or Intellectual Property, or Company’s provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other Intellectual Property or proprietary rights notices from any Sites, Services, Materials or Intellectual Property, including any copy thereof; (h) access or use the Sites, Services, Materials or Intellectual Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any right, title, or interest of the Company or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other user), or that violates any applicable law; (i) access or use the Sites, Services or Materials for purposes of competitive analysis of the Sites or Services, the development, provision, or use of a competing service or product or any other purpose that is to the Company’s detriment or commercial disadvantage; (j) access or use the Sites, Services or Materials to store or transmit infringing, libelous, or otherwise unlawful or tortious material, (k) falsely state or misrepresent the User or the User’s affiliation with any person or entity, express or imply that the Company endorses the User, the User’s affiliates or the User’s business; (l) use the Sites or Services in any manner that is obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity, including as such relates to the harassment, degradation, intimidation, or victimization of an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (m) use the Sites, Services, or Materials in any manner that may harm the Company or the Company’s affiliates, subsidiaries, licensees, officers, directors, shareholders, principals, employees, contractors, subcontractors, agents, distributors, service providers and/or suppliers; (n) attempt to interfere with or disrupt the Sites, Services and Materials, including, without limitation, the operation of the Sites and Services, or the servers or networks that host the Sites, Services and Materials; (o) use any type of data mining, robots, scrapers or any other data collection sources, methods or tools; or (p) access or use the Sites, Services or Materials for any purpose for which they are not intended or beyond the scope of the authorization granted under these Terms of Use.

(a) “Intellectual Property” means any intellectual property of the Company or any third party licensors in any jurisdiction throughout the world, including, but not limited to: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, uniform resource locators and e-mail addresses, and rights in telephone numbers, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (v) all software, including computer programs, machine-readable instruction sets or data in computerized form, whether in source code, object code or other form, and all data, databases and related documentation, (vi) all other proprietary rights and (vii) all copies and tangible embodiments thereof (in whatever form or medium).

5. Certain Other Restrictions. In no event will User disassemble, decompile, or reverse engineer the Sites, Services, or Intellectual Property or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (w) converting the Intellectual Property from a machine-readable form into a human-readable form; (x) disassembling or decompiling the Intellectual Property by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (y) examining the machine-readable object code that controls the Intellectual Property’s operation and creating the original source code, binary code or any approximation thereof by, for example, studying the Intellectual Property’s behavior in response to a variety of inputs; or (z) performing any other activity related to the Intellectual Property that could be construed to be reverse engineering, disassembling, or decompiling.

6. Feedback and User Data.

(a) User understands and agrees that that any suggestions, questions, reviews, messages that User sends, submits or otherwise provides to Company (“Feedback”) shall become the sole and exclusive property of the Company, and the Company may, in its sole and absolute discretion, determine whether to disclose, respond to, incorporate or otherwise use the Feedback. User hereby assigns to Company all of User’s rights, title and interests in and to the Feedback, including any intellectual property rights therein. For the avoidance of doubt Feedback does not include any User Data or Feedback.

(b) User hereby grants to Company a royalty-free, perpetual, worldwide, and non-exclusive license to use, upload, display, copy and store all User Data (defined below). “User Data” means information, data, and other content, in any form or medium that is collected, downloaded, or otherwise received, directly or indirectly from User by or through the Sites or Services. For the avoidance of doubt, User Data does not include any Feedback or Content (defined below) submitted by User, Sites or Services, including: (i) data and information related to User’s access and use of the Sites, Services and/or Materials, including to compile statistical and performance information related to the provision and operation of the Sites and Services; and (ii) any information reflecting the access or use of the Sites, Services and/or Materials by or on behalf of User. Notwithstanding the foregoing, the Company will use and store User Data in accordance with the Company’s Privacy Policy.

7. Submitted Content. The Sites may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and/or other interactive features that may allow User to submit, post, display, publish or transmit comments, feedback, background information, messages, photographs, audio, videos, suggestions, questions, reviews and any other related content through the Sites and/or the Services (the “Content”). By submitting the Content, User represents and warrants that: (x) User is the sole author and owner of the Content and (z) the Content supplied by a User will not violate these Terms of Use, or any applicable law and will not cause any injury to any person or entity.

(a) User also represents and warrant that the Content is NOT, as determined by the Company in its sole discretion, any of the following: false, inaccurate, misleading, a violation of any local, state, federal, international or other applicable law, or otherwise obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity, including as such relates to the harassment, degradation, intimidation, or victimization of an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; an infringement on the rights of others, such as infringements on any patent, copyright, trademarks, trade secret, publicity or privacy rights; an advertisement, solicitation or spam link to other websites or individuals, except if such an advertisement or solicitation has been expressly consented to in writing by the Company; a chain letter or pyramid scheme, or part of a chain letter or pyramid scheme; an impersonation of, and does not purport to impersonate, another business, person, or entity, including the Company and its employees and agents; or a virus or other harmful computer code, and does not contain a virus or other harmful code.

(b) USER EXPRESSLY AGREES THAT ALL CONTENT SUBMITTED TO THE SITES AND SERVICES WILL NOT BE CONSIDERED CONFIDENTIAL OR PROPRIETARY AND USER AUTOMATICALLY GRANTS AND/OR WARRANTS THE COMPANY A ROYALTY-FREE, PERPETUAL, IRREVOCABLE, WORLDWIDE, FULLY-PAID UP, UNLIMITED, AND NON-EXCLUSIVE LICENSE TO USE, REPRODUCE, CREATE DERIVATIVE WORKS FROM, MODIFY, PUBLISH, EDIT, TRANSLATE DISTRIBUTE, PERFORM AND DISPLAY THE SUBMISSION AND/OR THE CONTENT IN ANY MEDIA OR MEDIUM, OR ANY FORM, FORMAT OR FORUM WHETHER NOW KNOWN OR HEREAFTER DEVELOPED. USER EXPRESSLY ACKNOWLEDGES THAT ANY CONTENT CONTRIBUTED BY USER (WHETHER DIRECTLY OR INDIRECTLY) MAY BE PUBLICLY ACCESSIBLE OR VIEWABLE.

(c) User further understands and acknowledges that Company has the right, but not the obligation, to monitor all Content and any submission made to or on the Sites or the Services. Company has the right, in its sole discretion and for any reason, to edit, delete, move, or to refuse to post any Content or any other submission to the Sites or the Services. NOTWITHSTANDING THE FOREGOING, USER IS SOLELY RESPONSIBLE FOR ANY CONTENT AND/OR ANY OTHER SUBMISSION USER MAKES TO OR ON THE SITES OR THE SERVICES, AND USER AGREES TO INDEMNIFY THE COMPANY FOR ALL CLAIMS RELATED TO OR ARISING FROM SUCH CONTENT AND/OR SUBMISSIONS.

(d) User acknowledges and agrees that User shall NOT submit any Content to, on or through the Sites or Services: (i) where the purpose of submitting the Content is to compete with the Company or its Sites and Services; (ii) containing (x) unsolicited promotions, advertisements, contents and raffles or (y) fabricated, false, illegal, misleading, inaccurate, offensive or inappropriate information; (iii) infringe or violate (x) the Intellectual Property rights of the Company or the intellectual property rights of any third party, (y) any other rights of the Company or any third party (including any contractual rights), and (z) any applicable federal, state or local laws, regulations and ordinances; (iv) that include another person’s or entity’s identification documents or sensitive financial information; (v) violating any of these Terms of Use or any other agreements that User may enter into with the Company; and (vii) on behalf of any other person or entity where such other person or entity would violate the above restrictions or any of these Terms of Use.

8. Eligibility. THE SITES, SERVICES AND MATERIALS ARE NOT DIRECTED TOWARDS, NOR INTENDED FOR USE BY, ANYONE UNDER THE AGE OF 18. IF THE USER IS UNDER THE AGE OF 18, USER MAY NOT, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, USE THE SERVICES. By accessing or using the Services, Sites or Materials, User represents and warrants that User (a) has the right, authority, and capacity to enter into Terms of Use, (b) will abide by all of the terms and conditions of these Terms of Use, and (c) is at least 18 years of age. User hereby expressly acknowledges and agrees that User’s eligibility to access and use the Sites, Services and Materials shall be contingent on User’s continued compliance with these Terms of Use.

9. Accounts. Users may need to sign up for an account with the Company in order to access or use part or all of the Sites, Services or Materials. Users must provide accurate and up-to-date information for their account, and each User further represents and warrants that such User has not and will not (a) intentionally impersonate another person or entity by using such other person’s or entity’s name or email address, (b) use an offensive name or email address as determined by the Company in its sole and absolute discretion, or (c) use a name or email address for which such User does not have proper authorization. The Company reserves the right to (x) require that a User change their username or use another email address or (y) change any username and password for any User at any time, with notice to the User following any such change. User further acknowledges and agrees that User (i) is prohibited from using another person’s account or registration information for the Sites or Services, (ii) User shall be responsible for all activity that occurs on User’s account and keeping User’s password secure; and (iii) in the event there is unauthorized access or use of the User’s account, User shall immediately notify the Company at the following email address: support@usagrantapplications.org. USER ACKNOWLEDGES AND AGREES THAT COMPANY SHALL NOT (A) BE LIABLE FOR ANY UNAUTHORIZED USE OF USER’S ACCOUNT, OR (B) REFUND ANY AMOUNT PAID TO COMPANY OR ANY AFFILIATE OR THIRD PARTY PARTNER OF THE COMPANY RELATING TO ANY UNAUTHORIZED USE OF USER’S ACCOUNT. User further understands and agrees that the Company has the right, but not the obligation, to monitor and verify the identity of Users. Company has the right, in its sole and absolute discretion and for any or no reason, to delete and/or remove any User account. NOTWITHSTANDING THE FOREGOING, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE VERIFICATION OF ANY USER’S IDENTITY, AND USER SHALL BE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY OF ANY OTHER USER PRIOR TO INTERACTING OR ENGAGING WITH SUCH OTHER USER THROUGH THE SITES OR SERVICES.

10. Third Party Software. The Sites, Services and Intellectual Property may contain third party software that requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions may be requested from Company and are made a part of and incorporated by reference into these Terms of Use. By accepting these Terms of Use, User is also accepting the additional terms and conditions, if any, set forth therein.

11. Links to Other Websites & Third Party Content. The Sites, Services and/or Materials may contain links to or be linked from other websites and resources located on servers maintained by third parties over which Company has no control (“Linked Websites”). The Linked Websites are provided for User’s convenience and information only and, as such, User accesses them at User’s own risk. User agrees and acknowledges that the Company is not responsible for, and does not endorse or warrant, the content of or anything that may be delivered to User or User’s computer as a result of accessing any Linked Websites, whether or not the Company is affiliated with the owners of such Linked Websites. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER SHALL WAIVE ANY CLAIMS RELATED TO, AND THE COMPANY IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR, USER’S ACCESS OF ANY INFORMATION ON OR USE OF THE LINKED WEBSITES, INCLUDING BUT NOT LIMITED TO, ANY VIRUSES OR OTHER ILLICIT CODE THAT MAY BE DOWNLOADED THROUGH A LINKED WEBSITE, OR BY ACCESSING A LINKED WEBSITE.

The information presented on or through the Sites, Services and Materials is made available solely for general information purposes and the Company does not warrant the accuracy, completeness, or usefulness of this information. Any reliance User places on such information is strictly at User’s own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by the User or any other party who may be informed of any the information contained in, on, through or by the Sites, Services or Materials. The Sites, Services and Materials may include information and content provided by third parties, including the Content and other materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services (“Third Party Content”). ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN THE THIRD PARTY CONTENT, AND ALL ARTICLES AND RESPONSES TO QUESTIONS AND OTHER CONTENT, OTHER THAN THE CONTENT AND MATERIALS PROVIDED BY THE COMPANY, ARE SOLELY THE OPINIONS AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING SUCH THIRD PARTY CONTENT. THE THIRD PARTY CONTENT DOES NOT NECESSARILY REFLECT THE OPINION OF THE COMPANY, AND THE COMPANY IS NOT RESPONSIBLE OR LIABLE TO ANY USER OR ANY THIRD PARTY FOR THE ACCURACY OF ANY OF THE THIRD PARTY CONTENT.

The Company is not responsible for the terms and conditions or privacy practices employed by Linked Websites. Each User acknowledges and agrees that the Company does not control how third parties may use personal information a User discloses to such third parties, and it is the User’s responsibility to carefully review the privacy policies of any Linked Websites or other third party websites before viewing, accessing, using, sharing or otherwise engaging with any Third Party Content or Linked Websites.

12. Reservation of Rights. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NOTHING IN THESE TERMS OF USE GRANTS ANY RIGHT, TITLE, OR INTEREST IN OR TO (INCLUDING ANY LICENSE UNDER) ANY INTELLECTUAL PROPERTY IN OR RELATING TO, THE SITES, SERVICES, OR ANY MATERIALS PROVIDED BY COMPANY TO USER, WHETHER EXPRESSLY, BY IMPLICATION, ESTOPPEL, OR OTHERWISE. All right, title, and interest in and to the Sites, Services, Materials and Intellectual Property will remain with the Company (subject to any limitations associated with intellectual property rights of third parties with respect to materials and content provided by such third parties), even if enhancements or other changes are suggested or requested by User and become incorporated into the Sites, Services or Intellectual Property.

13. DISCLAIMER OF WARRANTIES. ALL SITES, SERVICES, MATERIALS AND INTELLECTUAL PROPERTY ARE PROVIDED “AS IS.” COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SITES, SERVICES OR MATERIALS FURNISHED BY COMPANY, OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY CONTENT, SERVICES, OR INTELLECTUAL PROPERTY IS STRICTLY BETWEEN USER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF SUCH CONTENT, SERVICES, OR INTELLECTUAL PROPERTY.

(a) THE COMPANY, ITS SERVICE PROVIDERS, SUPPLIERS, LICENSORS, CONTRACTORS, SUBSCONTRACTORS AND AGENTS SHALL NOT BE RESPONSIBLE FOR INCOMPLETE, INCORRECT, LOST, DELAYED, LATE, MISDIRECTED, GARBLED, DAMAGED, ILLEGIBLE, UNDELIVERABLE, OR INCOMPLETELY RECEIVED COMMUNICATIONS OR MESSAGING FROM OR TO THE COMPANY, USER, OR BETWEEN ANOTHER USER AND THE USER FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, BY REASON OF HARDWARE, SOFTWARE, BROWSER, NETWORK, COMMUNICATIONS SYSTEM FAILURE, MALFUNCTION, DELAY, OR CONGESTION, OR ANY INCOMPATIBILITY AT THE COMPANY’S SERVERS OR ELSEWHERE, OR FOR ANY OTHER TECHNICAL PROBLEMS, ANY FORM OF ACTIVE OR PASSIVE FILTERING BY A USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCESS PROVIDER, INSUFFICIENT SPACE ON USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCOUNT/PROFILE, OR ANY OTHER CAUSE OR COMBINATION THEREOF.

(b) USER FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT COMPANY HAS NO DUTY TO TAKE ANY ACTION REGARDING (i) ANY INFORMATION, CONTENT, OR MATERIALS

ACCESSED BY THE USER ON OR THROUGH THE SITES AND SERVICES; (ii) THE EFFECTS THE CONTENT OR MATERIALS MAY HAVE ON THE USER; OR (iii) HOW THE USER MAY INTERPRET THE INFORMATION, CONTENT OR MATERIALS.

(c) THE COMPANY MAKES NO WARRANITES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, COMPLETENESS, FUNCTIONALITY OR SUITABILITY OF THE MATERIALS, CONTENT, INFORMATION AND DATA PROVIDED THROUGH THE SITES AND SERVICES.

(d) THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE MISUSE OR MISREPRESENTATION OF THE MATERIALS, CONTENT, INFORMATION AND/OR DATA PROVIDED THROUGH THE SITES AND SERVICES, AND ANY RELIANCE USER PLACES ON SUCH MATERIALS, CONTENT, INFORMATION AND/OR DATA IS STRICTLY AT USER’S OWN RISK.

(e) EXCEPT FOR COMPANY’S OBLIGATIONS TO PROTECT USER’S PERSONAL DATA AS SET FORTH IN THE COMPANY’S PRIVACY POLICY, THE COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER CONTENT, USER DATA, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

(f) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USER RELEASES COMPANY FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF OTHER USERS OR THIRD PARTIES, INCLUDING ANY FUNDING SOURCES TO WHICH USERS HAVE APPLIED FOR THROUGH THE SITES OR SERVICES.

14. Indemnification. User shall indemnify, defend, and hold harmless Company and its subcontractors and affiliates, and each of its and their respective officers, directors, principals, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers), incurred by any Indemnitee arising out of or resulting from, or are alleged to arise out of or result from: (a) User’s Content and User Data, including any processing of User’s Content by or on behalf of Company in accordance with these Terms of Use; (b) User’s use or misuse of, or access to, the Materials, Sites and/or Services, (c) User’s violation of these Terms of Use, or infringement by User, or any third party using User’s account or identity in the Sites and Services, of any intellectual property or other right of any person or entity; (d) allegation of facts that, if true, would constitute User’s breach of any of its representations, warranties, covenants, or obligations under these Terms of Use; and (e) any violation of any right of any third party or the breach of any obligation to any third party under any agreement or other arrangement between User and such third party, including, but not limited to, the infringement, violation or misappropriation of any copyright, patent, trademark, trade dress, trade secret or other proprietary or intellectual property right of any third party or the breach of any contract.

15. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SITES OR SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (e) COST OF REPLACEMENT GOODS OR SERVICES; (f) LOSS OF GOODWILL OR REPUTATION; (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

16. CAP ON LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE SERVICES, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED TOTAL AMOUNTS PAID UNDER BY USER TO THE COMPANY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS APPLY EVEN IF COMPANY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

17. Termination. The Company may terminate or suspend User’s account or access to the Sites or Services at any time for any reason, with or without notice to User. Such termination or suspension may result in the loss of some or all information, including Content, associated with User’s account. Users may also delete their accounts by following the directions through the Sites or Services. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation, all ownership, indemnity and limitation of liability provisions, warranty disclaimers, and dispute procedures.

18. MODIFICATIONS AND AMENDMENTS. THESE TERMS OF USE MAY BE UPDATED OR AMENDED BY COMPANY AT ANY TIME, WITH OR WITHOUT NOTICE TO USER AND USER’S CONTINUED USE OF THE SITES AND SERVICES SHALL CONSTITUTE USER’S ACCEPTANCE OF THE UPDATED OR AMENDED TERMS OF USE.

19. Assignment. User may not assign all or any part of its rights or obligations hereunder, whether by operation of law, change of control, or in any other manner, without the prior written consent of Company. Any such assignment in violation of this Section will be deemed void. The Company may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation and without providing notice to User.

20. Electronic Communications and Signatures.

(a) The communications between User and Company use electronic means, whether User visits the Sites or sends Company emails, or whether Company posts notices on the Sites or Services or communicates with User via email. For contractual purposes, User (a) consents to receive communications from Company in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to User electronically satisfies any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect User’s non-waivable rights.

(b) Documents may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company or other third parties post such documents, or provide a link thereto on the Sites, Services or Linked Websites; or (ii) on which such documents are posted on User’s behalf on an internet or intranet website, if any, to which the Company has access (whether a commercial, third-party website or whether sponsored by the Company); provided that the Company shall have no obligation to maintain paper copies of the documents referred to above, however, upon a User’s request the Company shall deliver by electronic mail electronic versions (i.e., soft copies) of such documents.

21. Third Parties. Company will have the right to use third parties, including, but not limited to, employees of Company’s affiliates and subsidiaries (“subcontractors”), in performance of its obligations and services hereunder, and for purposes of these Terms of Use, all references to Company or its employees will be deemed to include such subcontractors.

22. Force Majeure. In no event will Company be liable or responsible to any User, or be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any provision of these Terms of Use when and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, whether or not any such circumstances are or were foreseeable or are due to negligence or willful default including, but not limited to, user error or User’s negligence or reckless actions or omissions, inaccuracy of third party license or service providers, poor weather, failure of public or private telecommunications networks, disruption of telecommunications services due to technical issues, any failure of any third party whom User has engaged to access, use or install the Sites, Services or Materials, acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, epidemics or pandemics as determined and/or defined by the U.S. Centers for Disease Control and Prevention or the World Health Organization, embargoes or blockades in effect on or after the date of these Terms of Use, whichever is dated earlier, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation, or any other event beyond the Company’s reasonable control making it inadvisable, illegal or impractical to perform its obligations hereunder.

23. Privacy. User understands and acknowledges that User’s personal data will be collected, protected, and used by the Company in accordance with the Company’s Privacy Policy which is incorporated into these Terms of Use as if set forth verbatim herein.

24. Entire Agreement. These Terms of Use constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein.

25. Governing Law. These Terms of Use are governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Utah. ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE RIGHTS OR LICENSES GRANTED HEREUNDER WILL BE INSTITUTED EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF UTAH IN EACH CASE LOCATED IN THE CITY OF SALT LAKE AND COUNTY OF SALT LAKE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING. Service of process, summons, notice, or other document by mail to User’s address set forth on the Sites shall be effective service of process for any suit, action, or other proceeding brought in any such court.

26. California Civil Code Section 1542 Waiver. User expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. In addition, User hereby knowingly and voluntarily waives any protection that may exist under any comparable or similar statutes and principles of common law or any other state laws as it pertains to the enforcement of the releases provided in this paragraph.

27. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR ANY TRANSACTION CONTEMPLATED BY THESE TERMS OF USE.