Spiro, LLC

TERMS OF SERVICE AGREEMENT

These Spiro, LLC, (“Company” or “we” or “our” or “us”) Terms of Service (“Terms”) apply to all requests, usages, uploads, and/or corresponding Platform that allows (a) photographers, filmmakers and marketing providers (“Photographers”) to process orders for their content (such as property photographs) by uploading photographs and other information; and (b) real estate agents, realtors and other site users (“Host”) to create property websites (often referred to as “virtual tours”) (each, a “Property Site”) (other users purchasing or licensing such content, “Purchaser(s)”) and to share Property Sites they create with Hosts and other site users (such Platform collectively with the Site, the “Platform”). This Terms of Service (“Agreement”) governs your browsing, viewing and other use of the Spiro Program, including transactions you agree to enter into with other users. By utilizing the Spiro Program you agree that you have read the Terms carefully, that you agree to arbitration of certain claims and waive your right to legal action in a court of competent jurisdiction, that you agree to certain recurring subscription charges for certain paid account types. Your acceptance of this Agreement creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not use the Spiro Program or any other aspect of the same, do not create an account.

THE COMPANY RESERVES THE RIGHT TO SUPPLEMENT, MODIFY OR CHAGE THESE TERMS AT ANY TIME.

1. AGE RESTRICTIONS: Use of the Platform by anyone under the age of 18 is strictly prohibited. By using the Spiro Program, you represent and warrant that are you at least 18 years of age.

2. SERVICES AND PURPOSE: The Spiro Program is designed to allow for its users to upload content that may be viewed by other users. Any uploading of inappropriate content, including without limitation content that is obscene, pornographic, or defamatory, is strictly prohibited and will result in immediate removal of the Host, Photographer and/or Purchaser. Program users are to report any prohibited content immediately to the Company.

3. SPIRO PROGRAM PRIVACY POLICY: This policy may be updated, modified or amended by the Company as the Company requires from time to time and is incorporated into the Terms of this Agreement.
I. Collected Information: Information collected during the use of the Spiro Program includes the following information:
a. Submitted Information: Hosts, Photographers and/or Purchasers will submit certain personal identifying information to the Company through the use of the Spiro Program by creating an account. Users may view, amend or delete account information at any time. This data will be collected by the Company and will not be sold or redistributed without the express written consent of the Hosts, Photographers and/or Purchasers.
b. Automatically Collected Information: The Company will receive usage information of Hosts, Photographers and/or Purchasers automatically. This will provide the Company with information to better provide the Spiro Program to its users and develop the Program.
c. Transaction Information: If you subscribe to a paid account type or conduct a transaction through the Platform, such third-party payment processor as Company may utilize from time to time will receive your payment information for purposes of processing such transactions. The Company does not receive or retain your credit card information.
II. Use of Information: Information may be used for the purposes for which the user initially intended when providing the information. Information may also be used in order to keep the features and services of the Spiro Program functional. Information may also be used to support updates and troubleshooting of the Spiro Program. Information may be used to personalize content on the Spiro Program or to email users with information or offers.
III. Disclosure of Information: The Company will not disclose or sell personal identifying information to any third party without the consent of the user. The Company will provide user information where we, in good faith, believe that the law or legal process (such as a court order, search warrant or subpoena) requires us to do so or in other circumstances where we believe it is necessary to protect the rights or property of Company, our users and/or third parties. The Spiro Program is currently integrated with Google Calendar, Dropbox, Slack and Stripe Vimeo. These providers may obtain access to the information you provide, including personally identifiable information.
IV. Effective Date: The effective date shall be the date the user agrees to these Term of Service. The user’s continued use of the Spiro Program constitutes the user’s continued acceptance of these Terms of Service and any changes, modifications, amendments or deletions.
V. Security: The Company will maintain reasonable safeguards to protect the security of user information and user personal identifying information.
VI. Minor Information: The Company does not knowingly collect information from minors. The Spiro Program is not intended for use by minors nor is it directed to that target consumer group.
VII. Use of Information in the Event of Corporate Transition: In the event that the Company is sold, merged, or consolidated, the information received by users will not be transferred without the express consent of the user. The Company will give notice to each user of said corporate transition in such an instant.

4. INTELLECTUAL PROPERTY RIGHT: Unless otherwise indicated, the Spiro Program is the sole property of the Company and all source code, databases, functionality, software, website designs, audio, video are owned and controlled by the Company or licensed to the Company. The Company is protected by all copyright and trademark laws and all other intellectual property laws. All intellectual property is provided in the Spiro Program “as is” for user’s use only. Users are granted a limited license to access and use the Spiro Program. Users agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithm or programs underlying the Company Materials.

5. FEDERAL FAIR HOUSING ACT: All real estate or local business advertising placed by anyone through the Spiro Program is subject to the U.S. Federal Fair Housing Act of 1968 as amended which makes it illegal to advertise “any preference, limitation or discrimination based on race, color, religion, sex, handicap, family status or national origin or an attention to make any such preference, limitation or discrimination.” Local and foreign laws add prohibitions against discrimination based on age, parental status, sexual orientation, political ideology, financial status, and perhaps other basis. Users are responsible to check with their local government agency to ensure that they are in compliance. The Company will not knowingly accept any advertisement which is in violation of the law. Users are hereby informed that, to the Company’s knowledge, all dwellings, under the jurisdiction of U.S. Federal regulations advertised in the Spiro Program are available on an equal opportunity basis.

6. TERMS OF PAYMENT: The Company accepts all major credit cards. Users may be required to purchase or pay a fee to access some of the Spiro Program. Users agree to provide current, complete, and accurate purchase account information including email address, payment method, and payment card expiration date. Prices may be changed by the Company at any time. Users agree to pay all charges or fees at the prices then in effect for your purchase, and users authorize the Company to charge your chosen payment provided on a recurring basis without requiring your prior approval for each recurring charge, until you notify the Company of your cancellation. The Company reserves the right to correct any errors or mistakes in pricing, even if payment has already been requested or received.
By signing up for any paid Platform account and providing your payment information, you agree to receive monthly itemized invoices with fee details and agreed to pay us (and authorize us to charge you) the fees at the time you receive the itemized monthly invoice. The monthly itemized invoices will be based on your use of the Platform and the Photographer’s arrival at a project site, as well as any other fees you expressly choose to incur in connection with your use of the Spiro Program. You acknowledge and agree that the payment method provided by you will be automatically charged the fees you incur in connection with your use of the Spiro Program, and represent and warrant that you have all necessary rights relating to such payment instrument to authorize Company to make such charges. Your use of the Spiro Program may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. The fees applicable to your account may be subject to modification from time to time pursuant to notice (which may be given via e-mail) provided by us at least thirty (30) days in advance of the payment date for which the modification would be effective. You may at any time cancel your account as set forth below if you do not agree to any modified fees. All fees must be paid in U.S. dollars (or such other currency(ies) which may be accepted by Company from time to time, as indicated at the time of payment) and are non-refundable.

7. CANCELLED PAYMENTS: All purchases are non-refundable. You can delete your account at any time by logging into your account or contacting the Company using the contact information on the Spiro Program website.

8. USER RESPONSIBILITIES: You are solely responsible for investigating the qualifications, experience, skills, and credentials of any other Spiro Program user with whom you may communicate with through the Spiro Program. You acknowledge that the Company: (i) does not inspect the performance of any services, (ii) does not guarantee that services will be performed or meet your needs, (iii) does not guarantee that services will conform with any provided instructions or be similar in appearance to any provided sample photographs or other media, (iv) does not investigate or screen users in any way, including with respect to their qualifications, experience, skills or credentials and (v) makes no warranties regarding the existence, safety, quality, adequacy, merchantability or fitness for a particular purpose of any services, that a user has the right to perform any services or that a user will consummate any transaction. You further acknowledge that the Company cannot and does not guarantee a Purchaser will pay amounts owed for a transaction. You are solely responsible for determining your legal obligations in relation to any Media you may offer or purchase or license you may enter into, including as may relate to taxes, insurance or licensing and credentialing requirements. The Company does not provide legal advice.
When you use the Spiro Program in any capacity, you agree to: (i) accurately describe your skills, qualifications, credentials, and experience and not make any false or misleading statements relating to any of the foregoing; and (ii) use your reasonable best efforts to timely complete all of your obligations under the Terms and perform services in a professional and workmanlike manner.
When you use the Spiro Program in a Purchaser capacity, agree to promptly make payment to users in accordance with this Agreement and Terms.
When you use the Spiro Program for Property Listings in a Host or user capacity, you agree to promptly make payment to Company in accordance with this Agreement.

9. USER REPRESENTATIONS AND WARRANTIES: You represent, warrant and covenant that, in connection with this Agreement or the Spiro Program, you will not and will not attempt to: (i) violate any laws, third-party rights or our other policies; (ii) offer for sale or rent, sell or rent, purchase or otherwise transfer, deal in or dispose of illegal products or services or products or services that encourage illegal activities, controlled substances, offensive materials, stocks or other securities, pharmaceuticals, medical devices, firearms, weapons, explosives, hazardous materials, any item that has been subject to a recall or that you believe may be unsafe when used in an ordinary manner, alcohol, tobacco products, animals, plants or seeds; (iii) re-join or attempt to use the Spiro Program if the Company has banned or suspended you; (iv) defraud the Company or another user; or (vi) use another user’s account or allow another person to use your user account. Any illegal activities undertaken in connection with the Spiro Program may be referred to the authorities.
User hereby appoints Company as User’s payment collection agent for the purpose of accepting fees from Purchasers. User agrees that payments of such fees made through the Spiro Program shall be considered the same as a payment made directly to User (less fees due to Company in accordance with pricing information made available on the Spiro Program). User understands that Company accepts payments of such fees from Purchasers as the User’s payment collection agent and that the Company’s obligation to pay User is subject to and conditional upon successful receipt of all such fees from Purchasers. The Company does not guarantee payments to User for amounts that have not been successfully received by Company from Purchasers. In accepting appointment as the limited authorized agent of the User, Company assumes no liability for any acts or omissions of Purchasers.

10. USER MEDIA DATA AND PROPERTY DATA. The Spiro Program may allow you and other users to upload, post and share: (a) images, audio and video (including photographs and other media originating with Hosts, Photographers or other Users) (“Media”); and (b) textual contact information, property details, and other information related to Property Listings (“Property Data”), including in a manner such that it may be viewed by other end users of the Spiro Program (“Media”, and collectively with Property Data, “Uploaded Data”). You acknowledge that all Uploaded Data is stored on and made available through the Spiro Program by the Company’s servers and not on your device.
You understand that all Uploaded Data is provided to you through the Spiro Program only on an “as-available” basis and the Company does not guarantee that the availability of Media will be uninterrupted or bug free. You agree you are responsible for all of your Media and all activities that occur under your user account.
Users shall retain all of their ownership rights in any Media they upload, post and share. You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to use, reproduce, display, transmit and prepare derivative works of your Media within the Spiro Program. The Company agrees not to display your Media in any advertising materials without your consent, other than the display of Media on web sites owned or controlled by the Company. You also hereby grant to each user of the Platform a non-exclusive license to access and view your Media as permitted by the functionality of the Spiro Program and this Agreement. Any images, audio, or video that is not uploaded or posted to the Spiro Program is not “Media” and is not subject to the license granted in this Section.
You agree that Company shall own all Property Data, and hereby assign all right, title and interest in and to the Property Data to Company. Company hereby grants you a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, non-sublicensable and non-transferable license to use, reproduce, display, transmit and prepare derivative works of your uploaded Property Data, in connection with the Spiro Program and your business and personal uses.
In connection with your Media and Property Data, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the rights granted herein; (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (iii) post advertisements or marketing content or solicitations of business, or any content of a commercial nature. The Company may investigate an allegation that any Media and Property Data does not conform this to Agreement and may determine in good faith and in its sole discretion whether to remove such Media and Property Data, which it reserves the right to do at any time. If you are a copyright holder and believe in good faith that your content has been made available through the Spiro Program without your authorization, you may follow the process outlined at [URL to DMCA Policy] to notify the Company’s designated agent (pursuant to 17 U.S.C. § 512(c)) and request that the Company remove such content.

11. USER CONTRIBUTIONS: The site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that the following and acknowledge that any use of the Spiro Program in violation of the following violates the Terms of Service and may result in termination, or suspension of your rights to use the Spiro Program, among other actions.
i) The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
ii) You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Spiro Program, and other users of the Spiro Program to use your Contributions in any manner contemplated by the Site and these Terms of Service;
iii) You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable person to enable inclusion and use of your Contributions in any manner contemplated by the Spiro Program and these Terms of Service;
iv) Your Contributions are not false, inaccurate, or misleading;
v) Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other form of solicitation;
vi) Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
vii) Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone;
viii) Your Contributions are not used to harass or threaten (in legal sense of those terms) any other person and to promote violence against a specific person or class of people;
ix) Your Contributions do not violate any applicable law, regulation, or rule;
x) Your Contributions do violate the privacy or publicity rights of any third party;
xi) Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
xii) Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap;
xiii) Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation;
xiv)

12. LICENSE TO COMPANY FOR SUE OF USER CONTRIBUTIONS: By posting your Contributions to any part of the Spiro Program or making Contributions accessible to the Spiro Program by linking your account from the Spiro Program to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us a an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing.
The license will apply to any form, media, or technology now know or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you have warrant that moral rights have not otherwise been asserted in your Contributions.
The Company does not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Spiro Program. You are solely responsible for your Contributions to the Spiro Program, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your contributions.

13. TERMINATION: These Terms of Service shall remain in full force and effect while you use the Spiro Program. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE 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 without limitation pursuing civil, criminal, and injunctive redress.

14. PROHIBITED ACTIVITIES: As a condition of your use of the Spiro Program, you will not use the Spiro Program for any purpose that is unlawful or prohibited by this Agreement. You may not use the Spiro Program in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Spiro Program. You agree not to scrape or otherwise use automated means to access or gather information from the Spiro Program, and agree not to bypass any robot exclusion measures we may put into place. In addition, you agree not to use false or misleading information in connection with your user account and acknowledge that we reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).

15. DISCLAIMERS; WARRANTY DISCLAIMER: THE SPIRO PROGRAM AND ANY UPLOADED CONTENT, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SPIRO PROGRAM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE SPIRO PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SPIRO PROGRAM OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

16. GOVERNING LAW; FORUM SELECTION: These Terms of Service and your use of the Spiro Program is governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws provisions. All claims arising out of this Agreement must be commenced in the state courts located in Allen County, Ohio and no other court or venue, and each party hereto submits to the personal jurisdiction of such courts.

17. INDEMNIFICATION: You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Spiro Program, entry into or performance of any Third-Party Terms, breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

18. LIABILITY LIMITATION: UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE SPIRO PROGRAM, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SPIRO PROGRAM EXCEED ONE HUNDRED U.S. DOLLARS.

19. ARBITRATION AGREEMENT: The parties agree that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S)
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 13. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.

20. SEVERABILITY: if a court decides that any term or provision of this arbitration agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision shall be enforceable as so modified. The remainder of this agreement will continue to apply.
21. GENERAL. The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the Company electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Platform that is not subject to arbitration under Section 15 shall be filed only in the state or federal courts in Ohio (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred, or assigned by you, but may be assigned by the Company without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.