TERMS OF USE

Last updated: December 16, 2022

PLEASE READ THESE TERMS OF USE CAREFULLY. ACCESSING OR USING THIS WEBSITE OR MOBILE APPLICATION, CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE (“TERMS”), AS SUCH MAY BE REVISED BY YOUDUWATCH . (“COMPANY”) FROM TIME TO TIME, AND IS A BINDING AGREEMENT BETWEEN THE USER (THE “USER”) AND COMPANY GOVERNING THE USE OF THIS WEBSITE AND MOBILE APPLICATION. IF USER DOES NOT AGREE TO THESE TERMS, USER SHOULD NOT ACCESS OR USE THIS WEBSITE OR MOBILE APPLICATION. THESE TERMS CONTAIN DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT COMPANY’S LIABILITY TO USER.

AGREEMENT TO TERMS

These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and YOUDUWATCH. (“Company” or “we,” “us” or “our”), concerning your access to and use of the Company mobile application (the “App”), www.mounttaimall.com and any other site, mobile application or online service where these Terms are posted or linked (collectively, the “Company Sites”) and all related functionality, services, and the information, communications, scripting, photos, video, graphics, sounds, images, layout, text, pictures, music, barcodes, data, hyperlinks, displays, and other materials provided to you and the compilation of the foregoing through the Company Sites (collectively, the “Content”) offered by or for Company on or through Company Sites or the systems, servers, and networks used to make the Company Sites available. These Terms do not alter in any way the terms or conditions of any other agreement you may have with Company for products, services or otherwise.

While we make reasonable efforts to provide accurate and timely information about Company on the Company Sites, you should not assume that the information is always up to date or that the Company Sites contain all the relevant information available about Company. Supplemental terms and conditions or documents that may be posted or linked on the Company Sites from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms or Content at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and you waive any right to receive specific notice of each such change. However, we have no obligation to update any information on our Company Sites. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Company Sites after the date such revised Terms are posted or linked.

We reserve the right, but not the obligation, to, in our sole discretion: (1) monitor the Company Sites for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including reporting such User to law enforcement authorities; (3) refuse, restrict access to, limit the availability of, or disable any of your contributions or any portion thereof; (4) remove from the Company Sites or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Company Sites in a manner designed to protect our rights and property and to facilitate the proper functioning of the Company Sites.

We also reserve the right to modify or discontinue all or part of the Company Sites without notice at any time. We cannot guarantee the Company Sites will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Company Sites, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Company Sites at any time or for any reason without notice to you. Nothing in these Terms will be construed to obligate us to maintain and support the Company Sites or to supply any corrections, updates, or releases in connection therewith.

The information provided on the Company Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Company Sites from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

ELIGIBILITY

The Company Sites are not targeted towards, nor intended for use by, anyone under the age of 13. A USER MUST BE AT LEAST AGE 13 TO ACCESS AND USE THE COMPANY SITES. If the User is between the ages of 13 and 16, he or she may only use the Company Sites under the supervision of a parent or legal guardian who agrees to be bound by these Terms. User represents and warrants that (a) he/she is not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) he/she is not listed on any U.S. government list of prohibited or restricted parties.

In order to participate in certain areas of our Company Sites, you may need to register for an account. You agree (a) to create only one account; (b) to provide accurate, truthful, current and complete information when creating your account; (c) to maintain and promptly update your account information; (d) to maintain the security of your account by not sharing your password with others and restricting access to your account and your computer; (e) to promptly notify Company if you discover or otherwise suspect any security breaches relating to the Company Sites and (f) to take responsibility for all activities that occur under your account and accept all risks of unauthorized access.

We will maintain certain data that you transmit to the Company Sites for the purpose of managing the Company Sites, as well as data relating to your use of the Company Sites. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Company Sites.

When you place an order, please confirm the name, price, quantity, contact address, telephone number, recipient of the delivery and all other information. If the name of the recipient of the delivery is inconsistent with the name assigned to the account, you shall ensure that you have obtained the authorized consent of the recipient of the delivery. The recipient of the delivery’s act and expression of will shall be deemed as your act and expression of will, and you shall be jointly and severally liable for the legal consequences of the recipient of the delivery’s act and expression of will.

PRIVACY

We care about data privacy and security. Please read the Privacy Policy carefully to understand how Company collects, uses and discloses personal information from its users. By accessing or using the Company Sites, you consent to all actions that we take with respect to your data consistent with our Privacy Policy.

INTELLECTUAL PROPERTY

Unless otherwise indicated, the Company Sites and all Content and other materials therein, including the Company logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Company Site Materials”) are the property of Company or its licensors and are protected by U.S. and international copyright, trademark, patent, trade secret, international treaties, state and federal laws, and other proprietary rights, including the Company, Group Co., Ltd., Company, the Company logo, and other Company trademarks, service marks, graphics, and logos used in connection with the Company Sites are trade names, trademarks or registered trademarks of Company (collectively “Company Marks”). Other trademarks, service marks, graphics and logos used in connection with the Company Sites are the trademarks or registered trademarks of their respective owners (collectively “Third Party Marks”). The Company Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Company or the applicable trademark holder.

Any use of the Company Sites in any manner not allowed under these Terms, including resale, transfer, modification, or distribution of the Company Sites or copying or distribution of Content provided by the Company Sites is prohibited. These Terms do not entitle you to receive and does not obligate Company to provide hard-copy documentation, support, telephone assistance, or enhancements or updates to the Company.

All rights not expressly granted are reserved. If you fail to comply with any of these Terms, you must immediately cease using the Company Sites, including by uninstalling and deleting the App from your mobile device.

Once you accept this agreement, which indicates that you offered to transfer information issued this APP content of property rights of any assignable rights, property rights such as copyright (including not limited to: copy rights, distribution rights, right of rental, exhibition, which, presentation, broadcasting, information network transmission right, rights, rights, translation rights, rights of assembly and the other negotiable rights of the copyright owner shall) to us at any time in any form, exclusive and irrevocably, and you agree that we have the right to bring a separate suit against any subject for the infringement.

Digital Millennium Copyright Act (“DMCA”) Notice

If you believe any material available via the Company Sites infringes a copyright you own or control, you may file a notification of such infringement with us as set forth below.

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

If a notice of copyright infringement has been filed against material posted by you on the Company Sites, you may make a counter-notification to us via the contact information above, provided that such counter-notification complies with the requirements of 17 U.S.C. §512(g)(3). If Company receives a valid counter-notification, it may reinstate the removed or disabled material in accordance with the DMCA.

In accordance with the DMCA and other applicable law, Company has also adopted a policy of terminating, in appropriate circumstances and in our sole discretion, Users who are deemed to be repeat infringers. Company may also, in its sole discretion, limit access to the Company Sites and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

USING THE SITE

We provide customers with services including order inquiry, order transaction, evaluation, comment and participation in promotional activities. Service items and Content may be adjusted from time to time and may vary according to user categories, access rights and other factors. You agree to keep your password confidential and be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, at our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

We may provide you with store pick up, takeout and delivery services through our App:

When you use the App, we are able to provide you the nearest location according to your mobile phone positioning information. There may be errors due to technology or equipment or your selected default nearest location may select a different location than you intended. As a result, please confirm the desired location before finalizing your order. It is your responsibility to select your desired location.
Company is not a delivery company or a common carrier. Some deliveries are provided by Company’s network of independent delivery service providers (“Delivery Partners”). Delivery Partners have entered into agreements with Company which require them to comply with all applicable federal, state, and local laws, rules and regulations, including traffic laws, requirements of the applicable motor vehicle agency, and applicable insurance requirements. By accessing the Company Sites, you agree and acknowledge that Delivery Partners are solely responsible for, and Company shall not be liable or responsible for, the delivery services provided to you by any Delivery Partner or any subcontractors of Delivery Partners, or any acts, omissions, errors or misrepresentations made by any Delivery Partner.
When you use the online order service through the Site, please confirm that you have filled in the recipient information correctly (including the delivery address and phone number), so that our Delivery Partners are able to provide deliveries accurately and on time. If you provide recipient information that is incorrect, it may cause delays or the cancellation of your delivery.
If you find any illegal use of user accounts or security vulnerabilities, please contact us at the contact information provided below.

PROHIBITED ACTIVITIES

You may not access or use the Company Sites for any purpose other than that for which we make the Company Sites available. The Company Sites may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You will not use the Company Sites for any purpose that is illegal, unauthorized, harmful, tortuous, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, incites criminal or abusive acts, or is otherwise objectionable or inappropriate as determined by Company, and your use of the Company Sites will not violate any applicable law or regulation. Should you participate in any prohibited activities, including those enumerated in these Terms, we have the right to suspend or terminate your account and refuse any and all current or future use of the Company Sites (or any portion thereof). We have the right to claim compensation from you in case of any loss caused by your improper use.

As a user of the Company Sites, you agree not to:

Systematically retrieve data or other Content from the Company Sites to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Upload or transmit (or attempt to upload or to transmit) any material onto the Company Sites that acts as a passive or active information collection or transmission mechanism, including clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Make any unauthorized use of the Company Sites, including collecting and/or storing usernames, email addresses and/or personal data of users by electronic or other means.
Make the Company Sites available over a network or other environment permitting access or use by multiple devices or users at the same time.
Upload, transmit, email, post, or otherwise communicate any advertising or promotional materials, including “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication, including any Content that contains business solicitation of any type, including advertising a product or service, offering a product or service for sale, or directing visitors to a location for more information about a product or service or create user accounts by automated means or under false pretenses.
Upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
Use the Company Sites to advertise or offer to sell goods and services.
Circumvent, bypass, disable, or otherwise interfere with security-related features of the Company Sites, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Company Sites, any portion of the Company Sites and/or the Content contained therein.
Engage in unauthorized framing of or linking to the Company Sites.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, spiders, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Company Sites or the networks or services connected to the Company Sites.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Use the Company Sites as part of any effort to compete with us, directly or indirectly, or otherwise use the Company Sites and/or the Content for any revenue-generating endeavor or commercial enterprise or in any way create a substitute for the Company Sites.
Decipher, decompile, disassemble, reverse engineer, attempt to derive the source code of, or decrypt any of the software comprising or in any way making up a part of the Company Sites.
Delete, alter or obscure the copyright or other proprietary rights notice from any Company Sites or Content.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Company Sites or impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Company Sites.
Make any modification, adaptation, improvement, enhancement, translation, copy or derivative work from the Company Sites’ Content and software, including Flash, PHP, HTML, JavaScript, or other code.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Company Sites.
Use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices.
Provide any information that is untrue, inaccurate, not current, or incomplete.
Obtain or take advantage of an account discount offer through improper means, should you be entitled to receive account discounts through proper channels, such as through our affiliates or third party service providers.
COMPANY SITE LICENSE

Use License

Subject to these Terms, Company grants the User a personal, non-exclusive, non-transferable, limited, and revocable license to use the Company Sites for personal use only in accordance with these Terms (“User License”). Any use of the Company Sites in any other manner, including resale, transfer, modification or distribution of the App or Content is prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. These Terms and User License also govern any updates to, or supplements or replacements for, the App, unless separate terms accompany such updates, supplements, or replacements, in which case the separate terms will apply.

Apple and Android Devices

The following applies to any mobile application you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms are solely between you and Company, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the Apple App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund to you the purchase price for the Apple-Sourced Software; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Company as provider of the software. You acknowledge that Apple is not responsible for addressing any of your claims or those of any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Company as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Company, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as it relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary as it relates to your license of the Apple-Sourced Software.

The following applies to any mobile applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and Company only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Company, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Company’s Google-Sourced Software.

THIRD PARTY CONTENT, SITES, PRODUCTS AND SERVICES (INCLUDING ADVERTISING AND PROMOTIONS)

Company may provide third party content on the Company Sites (including embedded content) or links to third-party web pages, content, applications, products and services, including advertisements and promotions (collectively, “Third Party Content”) as a service to those interested in this information. We do not control, endorse or adopt any Third Party Content and the inclusion of any link or Third Party Content does not imply affiliation, endorsement or adoption by Company of the Third Party Content or any site or any information contained therein or linked thereby, and can make no guarantee as to its accuracy or completeness. You acknowledge and agree that Company is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review such Third Party Content. You agree to use such Third Party Content contained therein at your own risk. When you visit other sites via Third Party Content, or participate in promotions or business dealings with third parties, you should understand that our Terms and policies no longer govern, and that the terms and policies of those third party sites will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from our Company Sites. You must comply with any applicable third party terms when using such sites. You agree and acknowledge that we do not endorse the products or services offered on third party web applications and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third Party Content or any contact with third party web applications.

PAYMENT AND CREDIT POLICY

Certain features of the Company Sites, including the placing or receipt of orders, may require you to make certain payments. When paid by you, these payments are final and non-refundable, unless otherwise determined by Company. Company, in its sole discretion, may offer credits or refunds on a case-by-case basis including, by way of example, in the event of an error with your order or in the amounts you were charged.

Company will charge, and you authorize Company to charge, the payment method you specify at the time of purchase. If you pay any amounts with a credit card, Company may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase. In the event Company advances payment for any of your orders placed via the Company Sites (e.g., if you sign up for a business account), Company may separately send you invoices for payment of those advanced amounts. In the event that you fail to pay such invoices within thirty (30) days of the date of such invoice (the “Payment Due Date”), you grant Company the right, but not the obligation, to charge the credit card you provide with your account at any time after any Payment Due Date, unless prohibited by law. In all events, you are required to provide a form of payment to submit an order, even if this payment method is not charged.

Company reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Company Sites at any time, and further reserves the right to consolidate or otherwise incorporate fees and/or surcharges into the prices listed for items on the Company Sites.

SOCIAL MEDIA

As part of the functionality of the Company Sites, you may link your account with online accounts you have with third-party service providers (a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Company Sites; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Company Sites via your account, including any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personal information that you post to your Third-Party Accounts may be available on and through your account on the Company Sites. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Company Sites. You will have the ability to disable the connection between your account on the Company Sites and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Company Sites. You can deactivate the connection between the Company Sites and your Third-Party Account through your account settings (if applicable).

MONITORING BY COMPANY

Company will have the right, but not the obligation, in our sole discretion, to monitor, evaluate, and analyze Content, and any use of and access to the Company Sites, including to determine compliance with these Terms and any other operating rules that may be established by Company from time to time. Company will also have the right, but not the obligation, in our sole discretion, to edit, move, delete, or refuse to make available any Content made available through, the Company Sites, for any reason, including violation of these Terms, whether for legal or other reasons. You are solely responsible for any Content you make available, and you agree to indemnify Company for all claims resulting from any Content you make available.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, improvements, plans, notes, drawings, original or creative materials or other information you may submit either through the Company Sites or otherwise (“Submissions”) are voluntary, non-confidential, gratuitous and non-committal. By submitting your Submission, you grant Company and its designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, sell, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license or sub-license the Submission and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions and you hereby release Company and its agents and employees from any claims that such use violates any of your rights.

TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Company Sites. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE COMPANY SITES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE COMPANY SITES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.

You have the right to cancel your account at any time upon the settlement of all amounts payable.

GOVERNING LAW

These Terms and your use of the Company Sites are governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law principles.

DISPUTE RESOLUTION

To the extent the arbitration provision herein is deemed unenforceable, any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Suffolk County, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no event shall any claim, action, or proceeding brought by either Party related in any way to the APP be commenced more than 1 year after the cause of action arose.

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Using or accessing the Company Sites constitutes your acceptance of this arbitration provision. Please read it carefully as it provides that you and Company will waive any right to file a lawsuit in court or participate in a class action for matters within the terms of the arbitration provision.

You agree that any controversy or claim arising out of or relating to the Company Sites, use of the Company Sites, these Terms and/or the Privacy Policy shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by the parties, in accordance with the applicable procedural rules set forth in the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with the Terms if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If you initiate arbitration against Company, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. In the event that the claimant is able to demonstrate that the costs of arbitration will be cost-prohibitive or greater than the costs of litigation, Company will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive or more expensive than the cost of litigation. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Company shall be entitled to arbitrate their dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL. DO NOT USE THE COMPANY SITES IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

DISCLAIMER

THE COMPANY SITES ARE PROVIDED ON AN “AS-IS”, “AS-AVAILABLE”, AND “WITH ALL FAULTS” BASIS. YOU AGREE THAT YOUR USE OF THE COMPANY SITES SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE COMPANY SITES AND YOUR USE THEREOF, INCLUDING, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COMPANY SITES, THE SERVICES, THE MATERIALS, AND/OR ANY OTHER CONTENT ON THE COMPANY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING THE SAFETY, QUALITY, AND/OR TIMING OF A DELIVERY ORDERED ON THE COMPANY SITES, AND/OR THE PRODUCTS DELIVERED. YOU (AND NOT COMPANY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING OR CORRECTION RELATING TO YOUR USE OF THE COMPANY SITES, THE SERVICES, THE MATERIALS, AND/OR OTHER CONTENT ON THE COMPANY SITES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU. COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON THE COMPANY SITES OR ANY CONTENT WILL BE AT YOUR OWN RISK. COMPANY ALSO MAKES NO REPRESENTATIONS REGARDING THE AMOUNT OF TIME THAT ANY CONTENT WILL BE PRESERVED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE COMPANY SITES BY ANY THIRD PARTY. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE COMPANY SITES, ANY HYPERLINKED WEB APPLICATION, OR ANY WEB APPLICATION OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. No oral or written information or advice given by Company or an authorized representative shall be deemed to alter this disclaimer of warranty, or to create any warranty. Should the Company Sites prove defective, you assume the entire cost of all necessary servicing, repair or correction.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE COMPANY SITES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF A COMPANY ENTITY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, MODIFICATION OR DISCONTINUANCE OF THE COMPANY SITES, PRICE CHANGE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION FAILURE, NETWORK OR SYSTEM OUTAGE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OF USE OF ANY PERSONAL INFORMATION, RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO COMPANY ENTITY WILL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE COMPANY SITES. THE COMPANY SITES MAY CONTAIN FACTS, OPINIONS, VIEWS, STATEMENTS, AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY FACTS, OPINIONS, VIEWS, STATEMENTS, OR RECOMMENDATIONS OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE COMPANY SITES. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH FACTS, OPINIONS, VIEWS, STATEMENTS, OR RECOMMENDATIONS IS AT YOUR SOLE RISK. IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING DEATH OR PERSONAL INJURY. THE FAILURE OF COMPANY TO COMPLY WITH THESE TERMS BECAUSE OF AN ACT OF GOD, WAR, FIRE, RIOT, TERRORISM, EARTHQUAKE, ACTIONS OF FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITIES OR FOR ANY OTHER REASON BEYOND THE REASONABLE CONTROL OF COMPANY, SHALL NOT BE DEEMED A BREACH OF THESE TERMS. SUBJECT TO THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO COMPANY ENTITY WILL BE LIABLE FOR ANY DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, employees, independent contractors, service providers and consultants from and against any loss, costs, lawsuits, fines, penalties, expenses, damages, liabilities, claims, suits or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Company Sites; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including intellectual property rights; or (5) any overt harmful act toward any other user of the Company Sites with whom you connected via the Company Sites. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Company Sites, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Company Sites, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE COMPANY SITES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

By voluntarily providing your cell phone number to Company, you agree that Company may contact you by telephone, SMS, or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, operational, or informational purposes. You understand and consent that such messages may be sent using an automatic telephone dialing system. Your agreement to receive those messages is not a condition of purchase or required to receive services.

MISCELLANEOUS

These Terms and any policies or operating rules posted or linked by us on the Company Sites constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permitted by applicable law. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights and obligations to others at any time without restriction. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. Headings used in these Terms are for reference purposes only and in no way define or limit the scope of the section. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Company Sites. Any use of the term “including” or variations thereof in these Terms shall be construed as if followed by the phrase “without limitation.” Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.