These StudioAI Terms and Conditions (the “Agreement”) are agreed to between StudioAI, Inc. (“Company”) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You”). Company offers an online service platform (“Platform”) for use in analyzing, comparing, and personalizing health insurance policies. The Platform provides You the ability to access and use information, data, intelligence, and other content (“Content”) to help harness analytics and humancentric AI for personalized health insurance, as well as additional services, functionality, and resources made available through the Platform (“Services”). YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS AND SUITABILITY OF THE PLATFORM FOR YOUR USE FOR USING THE PLATFORM TO MEET YOUR REQUIREMENTS BASED ON YOUR PARTICULAR CIRCUMSTANCES. This Agreement is entered into as of the earliest date You first access or use the Platform (the “Effective Date”). This Agreement includes all terms and conditions below. This agreement applies to the Platform, including all Content and Services available through the Platform. This Agreement is the complete and exclusive agreement between You and Company regarding Your access to and use of the Platform or any Content or Services. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Company relating to Your use of the Platform or any Content or Services. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, INCLUDING ANY CONTENT OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. 1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States. 2. Term. This Agreement will be effective upon the Effective Date. If You have established a free trial subscription to the Platform (a “Trial Subscription”), then the term of this Agreement will continue for a period of thirty (30) days and will thereafter expire unless You convert Your Trial Subscription to a Paid Subscription prior to the completion of that period. If You have ordered a paid non-trial subscription to the Services (a “Paid Subscription”), then the term of this Agreement will continue for the initial period indicated through the Platform when you establish your Paid Subscription. 3. Modifications. Company reserves the right, at any time, to modify the Platform and any portion of the Content or Services, with or without notice to You, by making those modifications available on the Platform. Company also reserves the right, at any time, to modify the terms of this Agreement. Company will inform You of the presence of any changes to this Agreement by posting those changes on the Platform or by providing You with notice through the Platform. Any modifications will be effective 30 days following posting on the Platform or delivery of such notice through the Platform, except in the case of a legally required modification which will be effective upon posting. You may terminate this Agreement as set forth below if you object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content, or Services following such notice period. 4. Eligibility. The Platform and all Content and Services are intended for use by individuals 18 years of age and older. If You are not 18 years of age or older, You agree not to access or use the Platform or any Content or Services. You agree not to allow any individual under 18 years of age to access or use the Platform, whether or not You are the parent or guardian of that individual 5. Accounts. 5.1. Accounts. Subject to the terms of this Agreement, You may be permitted to access certain Content and Services through the Platform without establishing an account on the Platform, however, the Platform generally requires that You register as a user of the Platform (a “User”) and establish a user account on the Platform (an “Account”). Approval of Your request to establish and maintain any Account will be at the sole discretion of Company. 5.2. Administrator Accounts. Upon Your request, Company may provide You with the ability to establish an Account on the Platform to act as an administrator (an “Administrator Account”). If You are permitted to establish an Administrator Account, You may allow each of Your team members to access the Platform by creating Accounts for each team member under Your Administrator Account (each, a “Team Account”). Any Administrator Account and all Team Accounts (all “Accounts”) will be subject to the terms of this Agreement, including payment of all applicable fees. You will be permitted to assign applicable levels of Account access and Account privileges applicable to each Team Account established under Your Administrator Account. You are solely responsible for establishing and maintaining all access levels and privileges associated with each Team Account established under Your Administrator Account. 5.3. Account IDs. You will be responsible for establishing and maintaining the user identification and password for each of Your Accounts, whether an Administrator Account or Team Account (the “Account ID”). Each Account is for Your personal use and all Account IDs are personal in nature. Each Account ID may be used only by You alone. You may not share or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform and all Content and Services through Your Account, whether that Account is an Administrator Account or a Team Account. In case You maintain an Administrator Account, You are responsible for the use of the Platform though each Team Account established under Your Administrator Account and for compliance by each Team member with the applicable terms of this Agreement. You will ensure the security and confidentiality of Your Account ID and will notify Company immediately if Your Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under Your Account ID (whether lawful or unlawful) and any actions taken through Your Account or under Your Account ID will be deemed to have been lawfully completed by You. 5.4. Account Information. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Account Information”). You are solely responsible for the Account Information for Your Account and Administrator Account. You agree that: (a) all Account Information You provide will be accurate, complete and current; and (b) You will maintain and promptly update all Account Information as necessary to keep it accurate, complete, and current. You may not: (i) select or use an Account ID of another person with the intent to impersonate that person; and (ii) use an Account ID that Company, in its sole discretion, deems offensive. 5.5. Account Confirmation. You are solely responsible for confirming the set-up and configuration of Your Account (and, in the case of an Administrator Account, for all Team Accounts) in all respects and for making all changes and updates thereto through this Agreement. 6. Application License and Usage 6.1. Access to the Platform. You may access the Platform through the websites located at https://studioai.build (this website and any other websites operated by Company bearing this Agreement, each a “Site”) and each Site forming a part of the “Platform” for purposes of this Agreement). Subject to Your compliance with this Agreement, Company will permit You to access and use the Platform solely for lawful purposes and only in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Platform and each Site in each case as necessary to meet Your operational and mission requirements based on Your particular circumstances. Notwithstanding the foregoing, Company will be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Platform. For purposes of this Agreement, “Documentation” includes any service descriptions, white papers, and similar materials related to the Platform. 6.2. Third Party Fees. You will be solely responsible for any charges or expenses you may incur to access or use the Platform, including any charges for communications lines, wireless phone charges, or mobile devices. 6.3. Documentation, Trademarks, and Copyrights. You will be provided with access to a variety of Content through the Platform, including, text, graphics, logos, images, software and other data, information, and media. Unless otherwise noted on the Platform, all Content available through the Platform (“Platform Content”) is owned by Company and Company’s other third party providers. All Platform Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for Your use of any Platform Content. Subject to Your compliance with this Agreement, You may access the Platform Content solely for Your own personal purposes in connection with Your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Company has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, Company will not be held liable to You or any other third party for any Content, including Your Content (as defined below), under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or other rights in or to any Platform Content, or any IPR (as defined below) therein or related thereto. If You would like to use any Platform Content in a manner not permitted by this Agreement, please contact Company. 6.4. Copies. You may access, copy, download, and print the Documentation purposely made available by Company for copying, downloading, and printing for your personal, non- commercial use and for Your use in connection with a good faith use of the Platform for You provided you do not (a) modify or delete (including through selectively copying or printing material) any copyright, trademark, or other proprietary notice that appears on the material; and (b) make any additional representations or warranties relating to such Documentation and material(s). 6.5. Data. From time to time, the Platform may automatically report back information to Company’s servers related to usage of the Platform, without notice to you (“Usage Data”). Usage Data may be used by Company in compliance with all applicable laws, including helping diagnose and resolve technical and performance issues in relation to the Application. 6.6. Feedback. You agree that submission of any ideas, suggestions, documents, or proposals to Company through its suggestion form, feedback form, wiki, forum, support email, or similar means (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, and nonexclusive right and license to use, copy, reformat, display, perform, modify, disclose, distribute, adapt, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights. 6.7. Malicious Code. You will use commercially reasonable efforts and will implement technical and administrative safeguards intended to prevent transmission of any “computer viruses,” “time bombs,” “malware,” worms, trojans, malicious software or any code that is designed to delete, disable, deactivate, interfere with, or otherwise harm or disrupt the Platform or that in any way affects the use, enjoyment, or service of the Platform, or any user’s computer or other medium used to access the Platform. Further, you will not attempt to engage in any harmful acts that are directed against the Platform or Company, including but not limited to violating or attempting to violate any security features of the Platform. 7. Third-Party Hyperlinks and Websites. The Platform may contain links to third-party websites. These links are provided as a convenience to you and as an additional avenue of access to the information contained therein. Company is not responsible for the content of those or any other websites or any products or services that may be offered through those or any other websites and does not endorse such content, goods or services. Company has no control over third party websites and makes no claim or representation regarding such websites. Company accepts no responsibility for, the quality, content, nature, or reliability of any websites accessible by hyperlink from the Application or Documentation. Different terms and conditions may apply to your use of any linked sites. Company is not responsible for any losses, damages or other liabilities incurred as a result of your use of any linked sites. You should refer to such websites’ respective privacy policies and terms and conditions. 8. Your Content. You are solely responsible for all Content that You may provide or upload to the Platform or otherwise generate through Your use of or access to the Platform (“Your Content”). Users are permitted to upload documents to the Platform for the purpose set forth in the Agreement. Users are prohibited from uploading any personal information onto the Platform. As between You and Company, You retain ownership of Your Content. However, subject to any limitations included in the Privacy Policy, You grant Company a nonexclusive, royalty-free (unless otherwise agreed), perpetual, irrevocable, and fully sublicensable (including, without limitation, to Users and other third parties) right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display (“Use”) Your Content for purposes of providing the Services to You for use in making enhancements and improvement to the Platform. You represent and warrant that none of Your Content or the use of Your Content by Company: (1) violates this Agreement, the Privacy Policy, or any requirements under applicable Laws; (2) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (3) constitutes an infringement, misappropriation or violation of the IPR or other rights of any third party; (4) is illegal in any way or advocates illegal activity; (5) is an advertisement or solicitation of funds, goods, or services (unless You have entered into a separate Advertiser Agreement with Company); (6) is false, misleading or inaccurate; (7) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement; or (8) constitutes the unauthorized practice of medicine, law, therapy or other professional service. Company is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up any of Your Content. You agree that You have all right, title, interest and consent in Your Content necessary to allow Company to Use Your Content as set forth in the rights and licenses You grant to Company under this Agreement. 9. Termination and Effect. 9.1. Termination. This Agreement may be terminated by Company, at any time, in Company’s sole discretion: (a) upon any breach by You of this Agreement, including a failure to pay any required Fees, that remains uncured five (5) business days after Company delivers written notice to You of such breach; or (b) for any reason or no reason, upon notice to You. You may terminate this Agreement at any time upon notice to Company or by deleting Your Account as may be permitted through the Platform. 9.2. Effect. Termination of this Agreement will terminate all of Your Accounts on the Platform (whether Trial or Paid). Termination of any Administrator Account will terminate all accounts under that Administrator Account, including by all Team members under that Account. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Platform, including all Content and Services; and (c) You will immediately either return to Company or, at Company’s discretion, destroy any Content of Company and any other information related to this Agreement in Your possession or control. 9.3. Suspension. Without limiting Company’s right to terminate this Agreement, Company may also suspend Your access to Your Account and the Platform or any Content or Services (including Your Content), with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Company, in its sole discretion, to be inappropriate or detrimental to the Platform, Company, or other User or third party. 10. Platform Technology. The Platform, and the data, information, databases, software, hardware and other technology used by or on behalf of Company to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Company. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. 11. Ownership. Company retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, under this Agreement. The Company name, logo and all product and service names associated with the Platform are trademarks of Company and its providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights. 12. Representations and Warranties. 12.1. Authority. You represent and warrant to Company that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; and (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement. 12.2. Compliance with Laws. You acknowledge that (a) the Platform is provided as a tool for use in assisting You in analyzing, comparing, and personalizing health insurance policies (b) the Platform is a general purpose service and is not specifically designed to facilitate compliance with any specific Law; and (c) You will access and use the Platform in compliance with all Laws applicable to You, Your Content and any other Platform Content You may access through the Platform. Company is not responsible for notifying You of any such Law, enabling Your compliance with any such Law, or for Your failure to comply. You represent and warrant to Company that Your Content, Your Services, and Your use of and access to the Platform, including any Platform Content, will comply with all applicable Laws and will not cause Company itself or any other User or Expert to violate any applicable Laws, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health (HITECH) Act (enacted as part of the American Recovery and Reinvestment Act of 2009). 13. Disclaimers. 13.1. No Professional Advice. THE PLATFORM DOES NOT PROVIDE MEDICAL, LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE AND IS NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL, LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE OR RECOMMENDATIONS. ALL CONTENT MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDED BY COMPANY, ANY OTHER USERS, OR ANY OTHER SOURCE, IS FOR INFORMATIONAL PURPOSES AND GENERAL GUIDANCE ONLY. YOUR USE OF THE SERVICES AND ANY INTERACTIONS YOU MAY HAVE WITH COMPANY OR ANY OTHER USER OR THIRD PARTY THROUGH THE PLATFORM DO NOT CREATE A PROFESSIONAL RELATIONSHIP AND DO NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED IN THE PRIVACY POLICY. NEITHER COMPANY NOR ANY USER RECOMMENDS OR ENDORSES ANY CONTENT OR ANY SPECIFIC PRODUCTS, SERVICES, PROCEDURES, OPINIONS OR RECOMMENDATIONS THAT MAY BE INCLUDED ON THE PLATFORM. YOUR RELIANCE ON ANY CONTENT APPEARING ON THE PLATFORM IS SOLELY AT YOUR OWN RISK. 13.2. No Additional Warranties. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.’ COMPANY AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY OR CURRENCY OF THE PLATFORM OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE PLATFORM CONTENT OR OTHER DATA, INFORMATION OR CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. COMPANY AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION. YOU RECOGNIZE THAT THE PLATFORM AND ALL SERVICES AND CONTENT PROVIDED THROUGH THE PLATFORM ARE NOT INTENDED TO REPLACE YOUR PRIMARY ORGANIZATIONAL, MANAGEMENT. AND COMMUNICATIONS SYSTEMS. THE PLATFORM AND ALL SERVICES AND CONTENT PROVIDED THROUGH THE PLATFORM ARE NOT BUILT FOR ERROR-FREE ACCESS AND THAT INTERRUPTIONS, CRASHES, DOWNTIME, DELAYS AND LATENCY MAY OCCUR FROM TIME TO TIME. THE PLATFORM IS NOT FAULT TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE FOR OR WITH REAL TIME ROUTE GUIDANCE (INCLUDING WITHOUT LIMITATION, TURN-BY-TURN ROUTE GUIDANCE AND OTHER ROUTING THAT IS ENABLED THROUGH THE USE OF A GPS OR OTHER SENSOR) OR FOR OR IN CONNECTION WITH ANY SYSTEMS OF FUNCTIONS FOR AUTOMATIC OR AUTONOMOUS CONTROL OF VEHICLE BEHAVIOR, WHERE THE FAILURE OF THE PLATFORM COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE. 14. Communication. The communications between you and Company use electronic means. You (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any statutory rights you may have 15. Indemnity. You hereby agree to indemnify, defend, and hold harmless Company and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and against all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any and against all claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform. Including any Content or Services; (2) Your content or any access to or use thereof; (3) any access to or use of Your Content by any other users; (4) Your collection, use and disclosure of any User Information, and (5) Your breach of any provision of this Agreement, including any representation or warranty. Company will provide You with notice of any such claim or allegation, and Company will have the right to participate in the defense of any such claim at its expense. 16. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL COMPANY BE LIABLE TO YOU, YOUR ENTITY, OR TO ANY OF YOUR/YOUR ENTITY’S EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AFFILIATES, OR AGENTS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, GOODWILL, PROFITS, OR OPPORTUNITIES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE PLATFORM; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (3) ANY OTHER MATTER RELATED TO THE PLATFORM. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO YOU AND YOUR ENTITY IN THE AGGREGATE FOR MORE THAN TEN DOLLARS ($10.00). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU AND YOUR ENTITY. 17. Claims of Infringement. Company respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to: StudioAI, Inc. Attn: Copyright Infringement Agent 50 Fountain Plaza, Suite 1400A Buffalo, NY 14202 Please provide the following information to Company’s Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature. 18. Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Company in Kent County, Delaware U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. 19. Governing Law and Venue. All questions concerning the validity, interpretation and performance of this Agreement will be governed by and decided in accordance with the Laws of the State of Delaware, without regard to any conflicts of laws and principles thereof. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts or Delaware for any lawsuit filed against you by Company arising from or related to this Agreement. Each party hereby irrevocably submits to the exclusive jurisdiction of Delaware courts and waives any objection to venue and/or claim of inconvenient forum. You and Company agree that this Agreement will not be governed by the following, the application of which is hereby expressly excluded: (a) the United Nations Convention on Contracts for the International Sale of Goods, and (b) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction. 20. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Company by postal mail to the address for Company listed on the Platform. Company may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to Company in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the Platform, Company may instead provide such notice by posting on the Platform. Notices provided to Company will be deemed given when actually received by Company. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid. 21. Additional Terms. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, including all Content and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, including all Content and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by Company under this Agreement must be in writing or later acknowledged by Company in writing. Any waiver or failure by Company to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Company of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the applicable Law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Company. Any assignment in violation of the foregoing will be null and void. Company may assign this Agreement to any party that assumes Company’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from Company, You agree to provide Company with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for Company to verify Your compliance with the terms of this Agreement and all applicable Laws. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions), 8 (Purchases), 9 (Termination and Effect), 12 (Ownership), 13 (Representations and Warranties), 14 (Disclaimers), 15 (Indemnity), 16 (Limitation on Liability), 17 (Data Privacy), 19 (Disputes), 20 (Governing Law and Venue), 21 (Notices) and 23 (Additional Terms).
