Terms and Conditions

CORSO COMMERCE, LLC TERMS OF USE 

THIS IS A BINDING LEGAL CONTRACT BETWEEN CORSO COMMERCE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“COMPANY”) AND YOU (TOGETHER WITH STORES AND END  USERS AS DEFINED BELOW, EACH A “USER”, AND COLLECTIVELY “USERS”). USERS SHOULD  CAREFULLY READ THESE TERMS OF USE (“TERMS OF USE”) BEFORE (1) ACCESSING, USING AND/OR INSTALLING ANY OF THE COMPANY’S WEBSITES, SOFTWARE AND MOBILE  APPLICATIONS AND PLATFORMS (COLLECTIVELY, THE “SITES”), OR (2) PURCHASING ANY  PRODUCTS OR SERVICES PROVIDED BY OR THROUGH THE SITES AND THIRD PARTY STORES  (DEFINED BELOW) (COLLECTIVELY, THE “SERVICES”). BY ACCESSING, INSTALLING OR USING  THE SITES OR SERVICES, THE USER AGREES TO BE BOUND BY THESE TERMS OF USE, AND BE  LIABLE TO COMPANY FOR ANY NONCOMPLIANCE WITH THESE TERMS OF USE. IF THE USER DOES  NOT AGREE TO THESE TERMS OF USE, AS THESE TERMS OF USE MAY BE MODIFIED FROM TIME  TO TIME, THE USER MAY NOT USE THE SITES OR SERVICES. 

1. Shipping Protection Service. Company allows online stores, merchants, ecommerce platforms and other  commercial enterprises (collectively, “Stores”) to install and use the Services for the purpose of providing their  customers and users (collectively, “End-Users”) shipping protection for select products purchased by the End-User  from the Stores. The Services are built as an add-on to a Store’s existing online storefront, allowing Stores to  provide End-Users the opportunity to purchase the shipping protection Services to items, merchandise and products  purchased and shipped from the Stores. FOR THE AVOIDANCE OF DOUBT, BOTH THE STORES AND THE  END-USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) THE VALUE COVERAGE PROVIDED  BY THE SERVICES (INCLUDING ANY SHIPPING PROTECTION) IS NOT AND SHALL NOT CONSTITUTE  INSURANCE OF ANY KIND WHATSOEVER; (B) IN THE EVENT OF ANY LOSS OR DAMAGES OF THE  PRODUCTS PURCHASED BY THE END-USER, UPON FINAL DETERMINATION BY THE COMPANY  THAT THE PRODUCT(S) OR ITEM(S) PURCHASED BY THE END-USER WAS, IN FACT, DAMAGED OR  LOST, WITH SUCH DETERMINATION BEING MADE IN THE SOLE AND ABSOLUTE DISCRETION OF  THE COMPANY, END-USER WILL BE PROVIDED WHICHEVER IS LESSER IN VALUE OF THE  FOLLOWING: (i) FULL REPLACEMENT OF THE PRODUCTS OR ITEMS PURCHASED BY THE END USER AND SHIPPED FROM THE STORE, OR (ii) UP TO [$100]1$400 OF THE DECLARED VALUE  (DEFINED BELOW) OF ALL OF THE PRODUCTS OR ITEMS PURCHASED BY THE END-USER AND  SHIPPED FROM THE STORE; AND (C) THE SHIPPING PROTECTION SERVICES CONTEMPLATED  HEREIN SHALL ONLY BE PROVIDED TO ELIGIBLE END-USERS WHO HAVE PURCHASED THE  SERVICES.  

(a) Declared Value. “Declared Value” shall mean the cost of the product, merchandise or item as  stated by the Store when purchased by the End-User. 

(b) Procedure for Shipping Protection.  

(i) Timely Notice. Users must notify the Company of any lost or damages products, for which  shipping protection has been purchased, within 60 days of the date that such product(s) were purchased  from the Store. Users and Stores acknowledge and agree that if the User fails to provide timely notice as  provided above, the User will not be provided any benefits of the shipping protection service and will not  receive any refund of User’s purchase of the same. Upon receiving such notice, the Company will respond  as soon as reasonably practicable. 

(ii) Replacement Shipping. In the event that the Company determines that it will replace a lost or  damaged product or item, the Company will determine, in its sole discretion, the method of processing and  shipping the replacement product or item. 

(iii) Additional Verification. Users may be required to provide evidence that subject products or items  

  

1 NTD: This number is only inserted as a stand-in. Client to provide amount.

Updated: SeptemberOctober 2021 

were lost, stolen or damaged, and, for the avoidance of doubt, the determination of whether an item has  been lost, stolen or damaged will be made by the Company, in its sole and absolute discretion. Users agree  to provide any additional information or documentation as may be reasonably requested by the Company. 

( )(iv) Ownership After Shipping Protection Has Been Utilized. Users and Merchants expressly  acknowledge and agree that for any lost, stolen or damaged products or items for which the Company has  approved for the Company’s shipping protection service (whether a product or item has been replaced or  for which the User received a refund), such lost, stolen or damaged products or items will be deemed the  property of the Company. Accordingly, User expressly agrees to ship to the Company any (A) damaged  products or items, or (B) any previously lost or stolen products or items, if the User comes into possession  of such lost or stolen products or items. User further acknowledges and agrees that the Company shall have  full authority to take any actions it deems appropriate to track any lost or stolen products or items and in the  event the Company comes into possession of such products or items, the Company will be deemed the sole  and exclusive owner of such products or items. 

2. Right to Use. Subject to these Terms, the Company grants (i) Stores a limited, non-exclusive, non-transferable,  non-sublicensable, and revocable license to install and make available the Services on its online site for the limited  purpose of providing the Services to its customers, and (ii) End-Users a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Sites and Services. The Sites and Services may contain  copyrighted material, trademarks, and other proprietary information and materials. Except for content that is in the  public domain or content that User has permission to use in connection with User’s use of the Sites and Services and  in compliance with these Terms of Service, User shall not copy, modify, publish, transmit, distribute, perform, or  display any content, nor shall User sell, license, rent, or otherwise use or exploit any content for commercial use or  in any way that violates any third party’s right. The Company may (but is not required to) remove, block, edit or  modify any content in Company’s sole discretion at any time for any reason or no reason at all and without notice to  the User. The Company reserves the right to access, read, preserve, and disclose any information the Company reasonably believes is necessary to satisfy applicable laws or protect the rights, property or safety of the Company  and the Company’s employees, agents, users and the public. 

3. Use Restrictions. User shall not: (a) copy, modify, or create derivative works or improvements of the Sites,  Services or Intellectual Property (as defined below); (b) rent, lease, lend, sell, sublicense, assign, distribute, publish,  transfer, or otherwise make available any Sites, Services or Intellectual Property to any person; (c) reverse engineer,  disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Sites,  Services or Intellectual Property, in whole or in part; (d) bypass or breach any security device or protection used by  the Sites, Services or Intellectual Property or access or use the Sites, Services or Intellectual Property other than  through the use of his or her own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or  through the Sites or Services, any information or materials that are unlawful or injurious, or contain, transmit, or  activate any harmful or malicious code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise  impede or harm in any manner the Sites, Services, Intellectual Property, or Company’s provision of services to any  third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or  any Intellectual Property or proprietary rights notices from any Sites, Services or Intellectual Property, including any  copy thereof; (h) access or use the Sites, Services or Intellectual Property in any manner or for any purpose that  infringes, misappropriates, or otherwise violates any right, title, or interest of the Company or other right of any  third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of  the data of any other user), or that violates any applicable law; (j) access or use the Sites or Services for purposes of  competitive analysis of the Sites or Services, the development, provision, or use of a competing service or product or  any other purpose that is to the Company’s detriment or commercial disadvantage; (k) access or use the Sites or  Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or (l) otherwise access  or use the Sites or Services beyond the scope of the authorization granted under these Terms of Use. 

(a) “Intellectual Property” means any intellectual property of the Company or any third party licensors in  any jurisdiction throughout the world, including, but not limited to: (i) all inventions (whether patentable or  unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications  and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and  reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names,  Internet domain names, uniform resource locators and e-mail addresses, and rights in telephone numbers, together 

Updated: SeptemberOctober 2021 

with all translations, adaptations, derivations and combinations thereof and including all goodwill associated  therewith and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all  copyrights, and all applications, registrations and renewals in connection therewith, (iv) all trade secrets and  confidential business information (including ideas, research and development, know-how, formulas, compositions,  manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer  and supplier lists, pricing and cost information and business and marketing plans and proposals), (v) all software,  including computer programs, machine-readable instruction sets or data in computerized form, whether in source  code, object code or other form, and all data, databases and related documentation, (vi) all other proprietary rights  and (vii) all copies and tangible embodiments thereof (in whatever form or medium). 

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

5. Submitted Content. The Sites and Services may contain message boards, chat rooms, personal web pages or  profiles, forums, bulletin boards and/or other interactive features that may allow User to submit, post, display,  publish or transmit comments, feedback, background information, messages, photographs, audio, videos, suggestions, questions, reviews and any other related content through the Sites and/or the Services (the “Content”).  By submitting the Content, User represents and warrants that: (x) User is the sole author and owner of the Content;  (y) User is at least 18 years of age; and (z) the Content supplied by User or an Authorized will not violate these  Terms of Use, or any applicable law and will not cause any injury to any person or entity. 

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

(b) User expressly agrees that all Content submitted to the Sites and Services will not be considered  confidential or proprietary and User automatically grants and/or warrants the Company a royalty-free, perpetual,  irrevocable, worldwide, fully-paid up, unlimited, and non-exclusive license to use, reproduce, create derivative  works from, modify, publish, edit, translate distribute, perform and display the submission and/or the Content in any  media or medium, or any form, format or forum whether now known or hereafter developed. User expressly  acknowledges that any Content contributed by User may be publicly accessible or viewable.  

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

Updated: SeptemberOctober 2021 

6. Eligibility. By accessing or using the Services or Sites, User represents and warrants that User (a) has the right,  authority, and capacity to enter into Terms of Use, (b) will abide by all of the terms and conditions of these Terms of  Use, and (c) is at least 18 years of age. User hereby expressly acknowledges and agrees that User’s eligibility to  access and use the Sites and Services shall be contingent on User’s continued compliance with these Terms of Use.  

7. Accounts. User may need to sign up for an account with the Company in order to use part or all of the Sites or  Services. User must provide accurate and up to date information for User’s account, and User further represents and  warrants that User has not and will not (i) intentionally impersonate another person or entity by using their name or  email address, (ii) use an offensive name or email address, or (iii) use a name or email address for which User does 

not have proper authorization. The Company reserves the right to require that User change User’s username or use  another email address. User is prohibited from using another person’s account or registration information for the  Sites or Services without such other person’s permission. User shall be responsible for all activity that occurs on  User’s account, and for keeping User’s password secure. User shall immediately notify the Company if there is any  unauthorized use of User’s account. [User may delete User’s account at any time, either directly or through a request  to us.]2 

8. Carbon Offset Purchase.Contributions. Users will have the ability to make certain donationscontributions to  Company’s Carbon Credit Offset Program. Pursuantone or more carbon offset programs selected by the Company.  For the avoidance of doubt, and notwithstanding anything herein to the Carbon Credit Offset Program, contrary, (a)  the Company will usecontribute any such donationscontributions to purchase certain carbon creditsoffset programs,  as may be determined by the Company in its sole and absolute discretion. For the avoidance of doubt, and  notwithstanding the foregoing, , (b) the Company reserves the right to (a) purchase carbon offsets or creditsi)  contribute any contributions at a date later than or prior to the date of the donationadvertised; and (b) purchase  carbon offsets or credits from ii) contribute such contributions to a different project than was initially advertised. Users and Stores expressly acknowledge and agree that (i) Shipping: (1) shipping and production emissions are  strictly estimates based on publicly available information and items without available research or information are  calculated based on Company’s or a third party’s reasonable estimate of the items materials and weight, and (ii(2) all  emissions calculations are subject to change at any time for any reason in the Company’s sole and absolute  discretion, and (3) while the Company may select the carbon offset program(s) that the contributions will be  delivered to, the Company does not, nor does it have any obligation to, (x) monitor the affairs of any selected carbon  offset programs, (y) obtain knowledge of all facts and circumstances which could have a bearing on the selected  carbon offset programs or the contributions made thereto, or (z) investigate or verify the accuracy and completeness  of the information provided by the selected carbon offset programs. 

9. Restrictive Covenants.  

(a) At all times during the term of this Agreement and thereafter for a period of twenty-four (24) months,  Stores shall not for any reason, whether directly or indirectly, (i) solicit, recruit, or encourage any Company customer, employee, or consultant to reduce, alter, or terminate its relationship with Company or (ii) divert any  potential Company customer away from Company. 

(b) Company shall be the exclusive provider of the Store for any service and/or software that enables Stores  to offer consumer-facing shipping protections or similar offerings (collectively and individually, “Shipping  Protection”). At all times during the term of this Agreement and thereafter for a period of twenty-four (24) months,  the Store and its subsidiaries and affiliates covenant and agree that they shall not provide Shipping Protection of any  kind outside of the Services to any party without the prior written consent of the Company. Each Store acknowledges that a breach or threatened breach of this Section 8 may give rise to irreparable harm to the Company,  for which monetary damages may not be an adequate remedy, and each Store hereby agrees that in the event of a  breach or a threatened breach by the Store or its subsidiaries or affiliates of any such obligations, the Company shall,  in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled  to seek equitable relief, including a temporary restraining order, an injunction, specific performance and other relief  that may be available from a court of competent jurisdiction (without any requirement to post bond). At all times  

  

2 NTD: Client to confirm.

Updated: SeptemberOctober 2021 

during the term of this Agreement and thereafter, Stores shall not, whether directly or indirectly, make any  disparaging, negative, or false or misleading statements with respect to the Company.  

10.9. Use of Stores’ Marks. During the term of this Agreement, each Store hereby expressly consent to and grant a  limited, revocable, non-exclusive, non-transferable, non-sublicensable, fully-paid up, royalty-free, worldwide  license to the Company to use each Store’ trademarks, trade names, service marks, trade-dress, and other marks  (collectively “Marks”) and other designations, copyrights (including photographs and other images), data (including  product catalogs or user signals), or other materials (collectively “Materials”), including, at the Company’s  discretion, for the purpose of advertising, marketing and promoting the Store’s brand and products online or on the  Sites. Notwithstanding the foregoing, each Store shall retain all right, title and interest in and to such Store’s Marks  and Materials.  

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

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

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

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

14.13. DISCLAIMER OF WARRANTIES. ALL SITES, SERVICES, AND INTELLECTUAL PROPERTY ARE 

Updated: SeptemberOctober 2021 

PROVIDED “AS IS.” COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT,  AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE  SITES OR SERVICES FURNISHED BY COMPANY, OR RESULTS OF THE USE THEREOF, WILL MEET  USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE  ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER  SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.  ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR  WARRANTY OF OR CONCERNING ANY THIRD PARTY CONTENT, SERVICES, OR INTELLECTUAL  PROPERTY IS STRICTLY BETWEEN USER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF  SUCH CONTENT, SERVICES, OR INTELLECTUAL PROPERTY. User further expressly acknowledges and  agrees that Company has no control, nor any duty to take action, regarding: (a) any content accessed by the User via  the Sites, Services and Stores; (b) the effects the content may have on the User; or (c) how the User may interpret  the content. 

15.14. Indemnification. User shall indemnify, defend, and hold harmless Company and its subcontractors and  affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements,  interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees and the  costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers),  incurred by any Indemnitee arising out of or resulting from, or are alleged to arise out of or result from: (a) User’s  Content, including any processing of User’s Content by or on behalf of Company in accordance with these Terms of  Use; (b) User’s use or misuse of, or access to, the Sites, Services and/or Stores, or otherwise from User’s violation  of these Terms, or infringement by User, or any third party using User’s account or identity in the Sites and  Services, of any intellectual property or other right of any person or entity; and (c) allegation of facts that, if true,  would constitute User’s breach of any of its representations, warranties, covenants, or obligations under these Terms  of Use;  

16.15. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY OR ANY OF ITS AFFILIATES,  LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH  THESE TERMS OF USE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY,  INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND  OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR  DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY  OF THE SITES OR SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR  BREACH OF DATA OR SYSTEM SECURITY; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE  (REGARDLESS OF THE SOURCE OF ORIGINATION); (e) COST OF REPLACEMENT GOODS OR  SERVICES; (f) LOSS OF GOODWILL OR REPUTATION; (g) ANY DIRECT DAMAGES IN EXCESS OF  [$100$400.00],3, OR (h) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,  ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED  OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE  OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER  REMEDY OF ITS ESSENTIAL PURPOSE. 

17.16. Termination. The Company may terminate this agreement and terminate a Store’s access or use of the Sites  and Services at any time for any or no reason. The Company may also terminate or suspend User’s account or access  to the Sites or Services at any time for any or no reason, with or without notice to User. Such termination or  suspension may result in the loss of some or all information associated with User’s account.Stores’ and/or Users’ 

accounts. [Users may also delete their accounts by following the directions through the Sites or Services.]4 All  provisions of these Terms which by their nature should survive termination shall survive, including without  

  

3 NTD: This should matchup with the value provided in Section 1. 

4 NTD: Client to confirm.

Updated: SeptemberOctober 2021 

limitation, all ownership, indemnity and limitation of liability provisions, warranty disclaimers, and dispute  procedures. 

18.17. Modifications and Amendments. These Terms of Use may be updated or amended by Company at any time,  with or without notice to User and User’s continued use of the Sites and Services shall constitute User’s acceptance  of the updated or amended Terms of Use. 

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

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

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

22.21. Force Majeure. In no event will Company be liable or responsible to any User, or be deemed to have  defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any provision of  these Terms of Use when and to the extent such failure or delay is caused by any circumstances beyond Company’s  reasonable control, including, but not limited to, acts of God, flood, fire, earthquake or explosion, war, terrorism,  invasion, riot or other civil unrest, epidemics or pandemics as defined by the Centers for Disease Control and  Prevention or the World Health Organization, embargoes or blockades in effect on or after the date of these Terms  of Use, whichever is dated earlier, national or regional emergency, strikes, labor stoppages or slowdowns or other  industrial disturbances, passage of law or any action taken by a governmental or public authority, including  imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or  partial government shutdown, or national or regional shortage of adequate power or telecommunications or  transportation, or any other event beyond the Company’s reasonable control making it inadvisable, illegal or  impractical to perform its obligations hereunder (each, a “Force Majeure Event”).  

23.22. Privacy. User understands and acknowledges that User’s personal data will be collected, protected, and used  by the Company in accordance with the Company’s Privacy Policy found here,5 which is incorporated into these  Terms of Use as if set forth verbatim herein. 

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

25.24. Governing Law. These Terms of Use are governed by and construed in accordance with the laws of the State  of California without giving effect to any choice or conflict of law provision or rule that would require or permit the  application of the laws of any jurisdiction other than those of the State of Utah. ANY LEGAL CLAIM, ACTION,  OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE RIGHTS OR  LICENSES GRANTED HEREUNDER WILL BE SUBJECT FIRST TO MEDIATION BETWEEN THE PARTIES  AND IF MEDIATION IS UNSUCCESSFUL TO BINDING ARBITRATION PURSUANT TO THE AMERICAN  ARBITRATION ASSOCIATION (“AAA”) COMMERCIAL RULES IN EFFECT AS OF THE DATE OF THE  

  

5 NTD: Client to hyperlink.

Updated: SeptemberOctober 2021 

DISPUTE. THE SOLE AND EXCLUSIVE VENUE FOR ANY SUCH ARBITRATION IS THE AAA OFFICE IN  _______.6LOS ANGELES, CALIFORNIA. Service of process, summons, notice, or other document by mail to such  party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought  in any such court. 

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

 

Updated: SeptemberOctober 2021