Terms of Service

These Terms of Service (“Terms”) are an agreement between you (“you”) and OK2StandUP, Inc. (“Company”, “we”, “us” or “our”) that allows you to use our applicable website(s), application(s) (“app(s)”), tools, software, subscriptions, memberships, content, API(s), and/or other products and services (collectively, as applicable, the "Services"), as long as you follow these Terms. By accessing or using any of our Services, including without limitation by downloading, installing or using any associated Software (defined below), you signify your agreement to all of the following, which are all expressly incorporated herein and must also be observed and followed (collectively, the “Agreement”):

(1) these Terms;

(2) our privacy policy as posted on our website (“Privacy Policy”); and

(3) any other standard policies or community guidelines (such as Acceptable Use Policies), if any, posted in any applicable parts of our Services.

To Use Our Services, You:

• May need to register with us to access and use some of our Services
• Must not initiate or participate in any activities on our Services that are illegal, harmful, or interfere with anyone's use of our Services, including the sending of e-mail or instant messaging spam.
  

1.1. As used herein, “Software” means any software (including without limitation APIs or apps) supplied by or on behalf of the Company, including without limitation any for which the purpose is to enable you to use certain portions of the Services. For clarity, the Software is a part of the Services.

1.2. Any reference to “www.ok2standup.com”, the “website(s)”, the “site”, or other similar references, shall include any and all pages, subdomains, affiliated domains, brands, products or other areas of our website, or any other affiliated sites or domains owned or operated by or on behalf of us, plus any of the online content, information and services as made available in or through the website.

1.3. The term “device” means any device that can access the Services such as a computer, cellphone or tablet and includes a wearable VivaLink health monitor that works with our apps.

1.4. The Services include without limitation all aspects of our website, or of any app or other product or service, including but not limited to all products, Software and other applications, features, channels and services offered therein.

1.5. Any reference to “content” shall include all content in all forms or mediums, such as (without limitation) text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Services.

1.6. You must be at least 18 years of age, and, where law requires an older legal age, of legal age for contractual consent or older to use this website and/or the other Services. Due to the age restrictions, no content or information from the Services falls within the Child Online Privacy Protection Act (“COPA”) and is not monitored as doing so.

1.7. All information and services are exchanged electronically, via the internet. You are responsible for maintaining your own access to the internet and for obtaining and maintaining any devices, equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment. You consent to receiving communications electronically.

1.8. You may acquire additional products, services and/or content of ours from our website or Services. We reserve the right to require that you agree to separate agreements as a condition of your use and/or purchase of such additional products, services and/or content, which terms will apply in addition to these Terms.

1.9. The Services, including any of our apps are not a medical device and our Services are not intended to diagnose, treat, cure or prevent any disease. We are not providing any medical advice or services via the Services, and should not be relied upon as a substitute for consultations with qualified professionals who are familiar with your individual needs. Please consult your doctor, as necessary. Our Services are not a replacement for proper medical care and you agree that you are solely responsible for obtaining proper medical treatment. You may provide the information and reports received from our apps to healthcare providers at your discretion.

• 2.PASSWORDS AND ACCESS

In order to access some features of the Services, you may have to register or create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. Registration or subscription to the Services and payment of any applicable fee, authorizes a single individual to use the Services unless otherwise expressly stated. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the Company or others due to such unauthorized use. If we believe the information you provide is not correct, current, or complete, we have the right to refuse you access to the Services or any of its resources, and to terminate or suspend your access at any time, without notice.

• 3.YOUR OBLIGATIONS

3.1. You must comply with the terms of any applicable policies posted in our Services, including any Acceptable Use Policy.

You may not:

1. restrict or inhibit any other user from using and enjoying the Services;
2. post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, vulgar, sexually-orientated, profane, threatening, abusive, hateful, offensive, false, misleading, derogatory, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations;
3. transmit or procure the sending of any advertising or promotional material, including any “junk mail.” “chain letter,” “spam” or similar solicitation;
4. introduce any virus, Trojan horse, worm or other harmful component;
5. resell or otherwise exploit for commercial purposes, directly or indirectly, any portion of the Services;
6. use data mining, robots or other similar data gathering and extraction tools;
7. access (or attempt to access) the Services or any content therein through any automated means (including use of any script or web crawler, page-scrape, spider, robot, index, Internet agent or other automatic device, program, algorithm or technology which does the same things) including without limitation, to use, access, copy, acquire information, generate impressions, input information, store information, search, generate searches or monitor any portion of our website;
8. make any derivative works based, in whole or in part, on any portion or all of the Services;
9. mirror or cache or store any pages or portions of the Services;
10. otherwise imply any relationship with or endorsement of your brands or services;
11. use a false email address, impersonate any person or entity, forge e-mail headers or otherwise disguise the origin of any communication or mislead as to the source of the information you provide to the Services;
12. use the Services in any manner that could damage, disable, overburden, or impair our servers or interfere with any other party's use and enjoyment of the Services;
13. attempt to gain unauthorized access to any services or information to which you have not been granted access through password mining or any other process;
14. post or transmit any photograph or likeness of another person without that person's consent, if and to the extent necessary under applicable laws; or
15. post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Services for commercial purposes (other than as expressly permitted by the Services and by the provider of such information, software or other material).

3.2. We have no obligation to monitor the Services. However, you acknowledge and agree that the Company has the right to monitor the Services electronically from time to time, and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its customers. The Company reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of this Agreement.

3.3. With respect to any Software, including without limitation subscription software as a service, subject to the terms and conditions of this Agreement, we hereby grant to you a limited, nonexclusive, non-transferable license to access and use such Software during the term of this Agreement, solely by the number of authorized users, and only up to the approved and mutually agreed usage volumes, as set forth on the applicable ordering document or as otherwise mutually agreed, and solely for internal and non-commercial purposes, provided that you shall also comply at all times with all official documentation, technical manuals, functional manuals, operator and user guides and manuals.

3.4. You shall not, and shall not attempt to (and shall not authorize or allow any third party to or attempt to): (a) reverse engineer, reverse compile, decompile, disassemble, or translate, exploit, or otherwise derive the source code of the Service or otherwise modify, the Service, or create any derivative works thereof; or (b) sell, resell, lease, license, sublicense, distribute, reproduce, copy, duplicate, or otherwise transfer or exploit the Service or use it as a service bureau; (c) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or our rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the software or on any copies made in accordance with this Agreement; (d) use the Service to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity which breaches the rights of any third party. You agree not to copy, duplicate or imitate, in whole or in part, any concept, idea, business model, business process, product, service or other intellectual property or other ideas or content embodied in the Services or learned by you from your use of or access to the Services.

3.5. You will keep and protect any of our Confidential Information as confidential, using at least the same efforts you use to protect your own confidential information and in no event less than reasonable and industry standard efforts. Our “Confidential Information” includes the Services, documentation and information about the Services and their operation, and any other information you obtain from or about us or from or about the Services, or any other information which a reasonable person would or should understand to be confidential or proprietary in nature. You agree to return or destroy our Confidential Information when this Agreement is over. You acknowledge and agree we shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be available under law or in equity. Your confidentiality obligations shall survive termination or expiration of this Agreement.

• 4. FEES AND PAYMENTS

4.1. If and to the extent any portion of the Services may require a fee payment or incremental payment or subscription, you agree to pay the Company any applicable fees posted for the Services. By completing and submitting any credit card or other payment authorization through the Services, you are authorizing the Company to charge the fees to the account you identify. You must keep all billing information, including payment method, up to date. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees, and surcharges. You authorize and direct us to charge your designated payment method for these charges or, if your designated payment method fails, to charge any other payment method you have on file with us. Further, you authorize and direct us to retain information about the payment method(s) associated with your account. If we do not receive payment from your designated payment method or any other payment method on file, you agree to pay all amounts due upon demand by us. You will be responsible for accrued but unpaid charges, even if your account is canceled by you or terminated by us.

4.2. After 30 days from the date of any unpaid charges, your fee-based Services will be deemed delinquent and we may terminate or suspend your account and Services for nonpayment. We reserve the right to assess an additional 1.5 percent late charge (or the highest amount allowed by law, whichever is lower) per month if your payment is more than 30 days past due and to use any lawful means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees, incurred by us in our efforts to collect any remaining balances from you. Except as otherwise mutually agreed in writing, we reserve the right to change our fees with 30 days’ notice.

• 5. WARRANTIES AND LIMITATIONS OF WARRANTIES.

5.1. If you are not completely satisfied with the Services, your sole remedy is to cease using the Services. With respect to any fee-based Services, if you signed up for designated term or timeframe, you will still be responsible for payment for the full term. If you did not subscribe for any minimum period, then you may cancel at any time on 30 days advance notice, and cease to use the Services, then you will not be charged any additional amounts after the effective date of such termination. In any case, you will be responsible for any and all charges and activity accrued prior to your Services termination date, and those obligations will survive your termination of the Services. Company undertakes commercially reasonable efforts to ensure that the information it provides is current and accurate, however, Company does not warrant the accuracy of information. Company also undertakes commercially reasonable efforts to protect the confidentiality of any confidential information you provide, in accordance with our Privacy Policy, however, Company does not guaranty the confidentiality of such information against unauthorized third party access or system failure.

5.2. THE SERVICES, THE WEBSITE, APPS, AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING, ARE PROVIDED "AS IS." EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD PROTECTED, WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE THROUGH THE SERVICES.

• 6. LIMITATIONS OF LIABILITY.

6.1. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, INCLUDING IF AND TO THE EXTENT ANY OF THE FOREGOING ARISES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EXCEED THE TOTAL FEES PAID TO US BY YOU, IF ANY, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM (OR $10 IF THE SERVICES ARE FREE). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICE TO YOU AND WE WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THIS LIMITATION.

6.2. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY US OR SUCH PARTIES AND/OR ARISING OUT OF OR RESULTING FROM (1) ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN); (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE SERVICES; (4) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY DAMAGE TO A THIRD PARTY. YOUR DEFENSE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES.

6.3. We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures, or other force majeure.

6.4. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

• 7. DURATION OF TERMS

7.1. Once in effect, this Agreement will continue in operation until terminated by either you or us. However, even after termination, the provisions of sections 3-6 and 8-15 of this Agreement will remain in effect in relation to any prior use of the Services by you. You may terminate this Agreement at any time and for any reason by providing notice to Company in the manner specified in this Agreement or by choosing to cancel your access to the Services using the tools provided for that purpose within the Services. We may terminate this Agreement without notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement. Notwithstanding the foregoing, Company also reserves the right to terminate this Agreement at any time and for any reason by providing notice to you either through email or other reasonable means. After termination of this Agreement for any reason, you understand and acknowledge that Company will have no further obligation to provide the Services or access thereto. Upon termination, all licenses and other rights granted to you by this Agreement, if any, will immediately cease, but your licenses to us shall survive, and certain of your obligations (including payment obligations, if any) will survive in accordance with the terms hereof.

• 8.MODIFICATION OF TERMS

Company may change the terms of this Agreement from time to time. You will be notified of any such changes via e-mail (if you have provided a valid email address) and/or by our posting notice of the changes on the Services (which may consist of publishing the changes on our website). Any such changes will become effective when notice is received or when posted on the Services, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate this Agreement. Continued use of the Services following such notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by such changes.

• 9.MODIFICATIONS TO SERVICES

We reserve the right to modify or discontinue the Services at any time with or without notice to you, including without limitation by adding or subtracting features and functionality, third party content, etc. In the event of such modification or discontinuation of the Services, your sole remedy shall be to terminate this Agreement as set forth herein. Continued use of the Services following notice of any such changes will indicate your acknowledgement and acceptance of such changes and satisfaction with the Services as so modified.

• 10.OWNERSHIP

10.1. We and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the website and all information, content, Software, and other materials provided by or on behalf of us, including but not limited to all text, images, videos, logos, button icons, audio clips, and the look and feel of the website and our brands and logos, and any data compilations, including without limitation any data input by or on behalf of us or our third party providers, and any data to the extent processed by, or resulting as an output of, the Services, and all Services usage data, statistical data or aggregated data collected or reported with respect to the any part or all of the Services, including without limitation any aggregated and anonymized data extracted or derived from the Service, including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data and other aggregated and anonymized data collected from user data and files. We own the rights to any metadata we collect from or about your use of the Services. You agree that you will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by us, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner's prior written consent.

10.2. Unless otherwise stated, all content in our websites or other Services, is our property or the property of third parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.

10.3. Your feedback is welcome and encouraged. You agree, however, that (i) by submitting unsolicited ideas to us, you automatically forfeit your right to any intellectual property rights in such ideas; and (ii) unsolicited ideas submitted to us or any of our employees or representatives automatically become our property.

• 11. INTERNATIONAL USERS

The Services are controlled, operated and administered by us from within the United States. We provide the Services for use only by persons located within the United States. However, any access or use from outside the U.S. is still subject to this Agreement. Access to the Services is expressly prohibited from territories where this site or any portion thereof is illegal. You agree not to access or use any information or materials on the Services in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Services. Any personal information which we may collect via the Services may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of personal information outside your country of residence to any such location.

• 12.THIRD PARTY CONTENT AND SERVICES

12.1. Certain content (including without limitation advertisements) on the Services may be supplied by third parties. The Company does not have editorial control over such content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of Company or its affiliates or any of its officers, directors, employees, or agents. You may enter into correspondence with or participate in promotions of such third parties, such as advertisers promoting their products, services or content on our website. Any such correspondence or participation, including the delivery of and the payment for products, services or content, are solely between you and each such third party. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Services. Under no circumstances shall Company, or its affiliates, or any of their respective officers, directors, employees, or agents, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Services.

12.2. The Services may integrate and/or interact with third party services, such as via APIs or browser extensions. For example, the Services may leverage APIs from third parties, and/or rely on third party browser extensions, and Company has no affiliation, association, endorsement, or sponsorship by any other third party services with which it integrates or interacts from time to time (collectively, “Third Party Services”). Company makes no claim, representation or warranty of any kind, type or nature concerning any Third Party Services, nor Company’s or any User’s compliance with any third party terms of service for any such Third Party Services (collectively, “Third Party Terms”).

12.3. Without limiting the generality of the foregoing, we may elect, in our discretion, to utilize social logins, allowing you to login to the Services via other third party authentication services, such as (without limitation) your Facebook, Twitter, LinkedIn, Google, or other account credentials. You understand that these are Third Party Services, and this in no way creates and endorsement of, by or from us to them or vice versa, that we are not responsible for their logins, systems or data, and that by using such third party logins, you may be subject to their respective privacy policies and other terms of use.

12.4. As a convenience to you, Company may provide, in or through the Services, one or more links to third party web sites or services and/or provide email contacts respecting third parties. Company makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties, including, without limitation, visits to third party web sites, services, email correspondence with third parties, and business or other transactions with third parties found through the Services. Please understand that such third parties are independent from and not controlled by Company, even if, for example, a Company link or logo appears on a website linked from this website or our other Services. It is up to you to read those third party sites’ applicable terms of use, privacy, and other applicable policies.

12.5. Certain third parties may be third party beneficiaries to this contract. For example, without limitation, Apple Inc., Google, Inc., or Microsoft Corporation will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS, Android, or Microsoft Windows-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. However, your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

• 13.Digital Millennium Copyright Act

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works in the Services, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

OK2StandUP, Inc.

1 Corporate Drive, Suite 101

Bedford, PA 15522

Attn: Eunice Yang

Email: support@ok2standup.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

• 14.USER CONTRIBUTIONS

14.1 Certain material you may post on our Services is or may be available to the public, including without limitation any public profile data, feedback, questions, comments, suggestions, uploads, blog entries, ratings, reviews, images, videos, poll answers, etc., in any form or media, that you post via the Services or otherwise (collectively, "Public Postings"). These Public Postings will be treated as non-confidential and nonproprietary. You are responsible for any Public Postings and the consequences of sharing or publishing such content with others or the general public. This includes, for example, any personal information, such as your address, the address of others, or your current location. WE ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF PUBLICLY SHARING OR POSTING ANY PERSONAL OR OTHER INFORMATION ON THE SERVICES.

14.2 Other content or communications you transmit to us, including without limitation any feedback, data, questions, comments, suggestions, in any form or media, that you submit to us via e-mail, the Services or otherwise (to the extent excluding any Personally Identifiable Information, collectively, "Submissions"), will be treated as non-confidential and nonproprietary. You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such Submissions or Public Postings. You shall be solely responsible for your own content and any Public Postings and Submissions. You represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish content you post or submit. You further agree that content you submit via Public Postings or Submissions will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein.

• 15.CLASS ACTION WAIVER AND ARBITRATION

THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US.

15.1. Except if you opt-out as expressly permitted below, or except to the extent contrary to applicable law ("Excluded Disputes"), you hereby agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms, your use of the Service, and/or rights of privacy and/or publicity, may, in our discretion, be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. You agree that you shall not participate in any class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account if we are a party to the proceeding. This dispute resolution provision will be governed by the US Federal Arbitration Act, to the extent permissible. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You may opt out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:1 Corporate Drive, Bedford, PA 15522.

15.2. You must include your name and residence address, the email address you use for your account with us, and a clear statement that you want to opt out of this arbitration agreement. If and to the extent the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then such preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

• 16.MISCELLANEOUS

You shall comply with all laws, rules and regulations now or hereafter promulgated by any government authority or agency that are applicable to your use of the Services, or the transactions contemplated in this Agreement. You may not assign your rights or obligations hereunder, and any attempt by you to sublicense, assign or transfer any of the rights, duties or obligations hereunder or to exceed the scope of this Agreement is void. In the event that Company is sold to a third party, such a sale will not be deemed a transfer of personal information so long as that third party agrees to assume Company's obligations as to these Terms of Services and any associated Privacy Policy. This Agreement, the Services, and the rights and obligations of the parties with respect to the Services will be subject to and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding conflict of law principles. By accessing or using any Services you agree that the statutes and laws of the Commonwealth of Pennsylvania, without regard to conflicts of law principles thereof, will apply to all matters arising from or relating to the use thereof. You also agree and hereby submit to the exclusive legal jurisdiction and venues of the Courts of Pittsburgh, PA with respect to such matters. This is the entire agreement between you and Company with regard to the matters described herein and govern your use of the Services, superseding any prior agreements between you and Company with respect thereto. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions hereof shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement or related to use of the Services must be filed within three (3) months after such claim or cause of action arose or be forever barred.