Popverse Membership Terms of Service

Subscriptions to and/or use of Popverse Membership and/or thepopverse.com (the “Website” or “Site”) and all related and ancillary services and products (collectively with the Website, the “Services”) is subject to the following terms and conditions of use , as well as all terms and conditions contained in or expressly referenced below, including our Privacy Policy, our Acceptable Use Policy (collectively, the “Terms and Conditions”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN THE LEGALLY BINDING TERMS AND CONDITIONS THAT YOU AGREE TO WHEN YOU ACCESS OR USE ANY PORTION OF THE SERVICES, INCLUDING THE WEBSITE. IF YOU HAVE NOT READ, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE ANY PORTION OF THE SERVICES, INCLUDING THE WEBSITE.

The Terms and Conditions may be changed or updated from time to time, without prior notice, and such changes shall be effective upon posting to this Website. Each User (as defined herein) is required to read these Terms and Conditions carefully before accessing or using the Services. By accessing or using the Services, the User is accepting and agreeing to, and is deemed to accept and agree to, these Terms and Conditions; and by continuing to access or use this Website following any change posted, the User is accepting and agreeing to be bound by such changes.

1. GENERAL RULES.

1.1. This Website is operated by Reed Exhibitions, a division of RELX Inc. (“RX”). These Terms and Conditions govern the User’s use of the Services only as accessed at thepopverse.com. Certain other website products and services offered by RX may not be within the scope of these Terms and Conditions and may be governed by separate agreements and terms of service, including without limitation The Haul.

1.2. The “User” shall mean anyone accessing or using any portion of the Services. The User and RX are sometimes referred to herein collectively as the “Parties” or individually as a “Party.” The following eligibility and other requirements apply to Users:

1.2.1 Age Restrictions. The Website and the Services are neither directed at nor intended for use by minors under the age of thirteen (13). Users must be at least thirteen (13) years old. Additionally, minors under the age of eighteen (18) and at least thirteen (13) years old are only permitted to use the Services under the supervision of a parent or legal guardian and with their permission. All minors are hereby instructed not to access, or use in any way, the Website and the Services unless done so with the express consent of these Terms and Conditions by their parent or legal guardian. Certain features of the Services may be restricted to Users at least eighteen (18) years old.

1.2.2. Personal Account. Users may not create more than one account, and may not access or use the Services on behalf of any business, organization or other entity of any kind. Your User account is personal to you, and may not be shared with any other person or entity.

1.2.3. User may not access or otherwise use the Services if User is identified on, and User may not provide access to the Services to any individuals identified on, (1) the US Treasury Department’s list of Specially Designated Nationals, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers (“SDN List”)or the US Commerce Department’s Denied Persons List, (2) the UK’s HM Treasury’s Consolidated List of Sanctions Targets, (3) the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, (4) any other applicable sanctions lists, or (5) any national of a country identified on US or other applicable embargo lists, or (6) any third party which is 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person, group or entity identified in (1) through (5).

1.3 Permitted Use. Subject to these Terms and Conditions, RX grants to User a limited, personal, non-exclusive, non-sub-licensable, non-assignable, non-transferable, and revocable license to access and use the Services and related materials as permitted in the Acceptable Use Policy. User may not sublicense, assign or transfer any licenses granted by RX hereunder, including, but not limited to, the transfer of an account to another party without RX’s prior written consent, and any attempt at such sublicense, assignment or transfer shall be null and void.

2. CONTENT.

2.1. Property of RX; All Rights Reserved. User acknowledges and agrees that title, ownership and all rights (including intellectual property rights and any associated goodwill) in and to the Services and the content of, and materials made available on, the Services are and shall remain the property of RX (or such other third party that may have granted RX rights in such content). RX and its licensors reserve all rights not expressly provided in these Terms and Conditions, and nothing herein shall be construed as granting or conferring on User any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory), rule or regulation, including, without limitation, those related to copyright or other intellectual property rights.

2.2. Proprietary Content. The Services, including without limitation the Website, contain copyrighted material, trademarks, and other proprietary content and information of RX and its licensors (such materials and content includes, but is not limited to, the design, layout, artwork, and other elements of the Website and any text, audio, video, logo, information, data, software, documentation, services, or any other similar materials contained on the Website (“RX Content”) and certain User Content (as defined below) (RX Content and User Content are collectively referred to as “Content”)) and are protected by copyright and other intellectual property rights pursuant to U.S. and international laws. User may view the Content on the Website and, where expressly permitted by the intended functionality of the Services, download it for such User’s own personal and informational use only, provided that User: (i) does not modify the Content, (ii) retains all copyright and propriety notices originally contained in the Content on any copies; and (iii) otherwise complies with any restrictions or use requirements with respect to the Content. In this respect, the Content may include digital rights management, security, and anti-tampering related features that, if triggered, may result in Content that was previously available for use being unavailable thereafter.

2.2.1 Use Restrictions. Except as expressly provided in these Terms and Conditions or with the express prior written consent of RX (which may be granted or withheld in RX’s sole and absolute discretion), User may not reproduce, modify, publish, republish, transmit, retransmit, participate in the transfer or sale of, create new works from, distribute, perform, display, or in any way exploit or otherwise use, any of the materials made available through the Services, including any Content, images contained in the Content (which, for the avoidance of doubt, may not be downloaded as stand-alone files), software or other computer-readable or computer-executable code, in whole or in part (collectively, the “Use Restrictions”). To the extent any action or usage constituting a violation of the Use Restrictions is otherwise expressly permitted or authorized pursuant to these Terms and Conditions, such authorization is not intended to, and shall not, vest in User any ownership interests or other rights of any kind beyond those expressly granted herein. Unauthorized use of the Services, including usage of the Services in violation of the Use Restrictions, shall be a material breach of these Terms and Conditions and may subject User to legal action. User agrees to abide by any and all additional copyright notices or restrictions contained in any Content accessed via the Services.

2.2.2. Paid Content. Without limiting the generality of the foregoing Use Restrictions, Content accessed through Paid Services (as defined below) is limited to the personal use of User, and User agrees not to grant access to, or otherwise make available, such Content to any other person.

2.2.3. Sole Responsibility. User shall be solely liable for any damages resulting from any infringement of copyrights, trademarks, proprietary rights, or any other claims, damages or liability arising from or in connection with User’s distribution or dissemination of any portion or Content of the Services.

2.3. User-Generated Content. Certain aspects of the Services may include features enabling User to submit content to the Services (for example, posting comments on Content) and to access certain content which was submitted by other users of the Services (collectively, “User Content”). User understands and agrees that:

2.3.1. User Content may include information, views, opinions, and recommendations of third parties unrelated to, and unaffiliated with, RX and that such User Content is provided without any endorsement, recommendation or representation or warranty from or by RX. RX cannot and will not evaluate, and shall not be responsible for, the accuracy, reliability, completeness, veracity or suitability of any User Content or for verifying the identity of anyone posting any User Content, and RX shall have no liability whatsoever to any User with respect thereto. User shall be responsible for, and shall hold RX harmless from, any use of User Content. User further agrees that it shall be User’s sole responsibility to verify and/or confirm any information contained in the User Content prior to relying on it, in connection with which User assumes all risk.

2.3.2. RX reserves the right to refuse, remove or modify User Content from the Services at any time, with or without cause and without notice to User. RX also reserves the right to establish general practices and limits concerning use of the Services. The decision of whether or not to refuse, remove or modify User Content from the Services is within RX’s sole and absolute discretion. RX shall be under no obligation to take or refrain from taking any action. Under no circumstances will RX be liable to any entity for failure to refuse, remove or modify any User Content.

2.3.3. Prior to being granted access to submit certain User Content, Users may be required to input or provide certain data or information, including without limitation their name and/or email address which may be displayed in connection with their User Content. RX reserves the right to impose any additional restrictions or requirements with respect to User Content in its sole discretion.

2.3.4. Any User who submits User Content represents, warrants, and agrees that such User Content: (i) is original to them and no other entity has any rights to such User Content, or User otherwise has full right and authority to submit to the Services and grant all licenses and other rights in and to the User Content set forth in these Terms and Conditions; (ii) does not violate the Acceptable Use Policy; (iii) does not violate any laws and/or regulations; and (iv) does not contain a virus, worm or other harmful component.

2.3.5. Upon submitting any User Content, the User grants to RX and its affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, sub-licensable and freely transferable right and license, for all formats and media, whether now known or hereafter devised or discovered, to use, reproduce, modify, edit, adapt, publish, translate, create derivative works of, distribute, perform, publish, transmit and display (in each case, in whole or in part) such User Content, including without limitation any ideas, concepts, methods, systems, designs, plans, techniques or other similar information included therein, and/or to incorporate them in other works. For the avoidance of doubt, except where limited by applicable law, the foregoing license continues even after the User stops using the Services and after termination of these Terms and Conditions, including without limitation with respect to aggregate and de-identified data derived from User Content and any residual backup copies of User Content made in the ordinary course of RX’s business. User also irrevocably waives (and will cause to be waived) any and all claims and assertions of attribution, integrity or other moral rights relating to such User Content.

2.4. Third-Party Properties. Certain aspects of, or links contained on, the Services may interface with, link or refer to websites or products or services that are owned, under the control of, or operated by entities other than, and unaffiliated with, RX (“Third Party Properties”). Unless expressly stated otherwise, such interface, links and references do not constitute an affiliation with or specific endorsement by RX of any such Third Party Properties. User acknowledges that interfaces with, links or references to Third Party Properties are provided for User’s convenience only. RX does not control such Third Party Properties and User agrees that RX is not responsible for any content thereon, or the availability or provision of any products or services from or through such Third Party Properties. User agrees to hold RX harmless from any and all claims or liability arising from User’s access to or use of such Third Party Properties. Additional third-party terms and conditions may apply to any access to or visit or use of Third Party Properties. Please review any such additional third-party terms and conditions carefully. Any concerns or questions related to Third Party Properties should be directed to the webmaster or other appropriate contact person for such third party.

2.5. Copyright Policy. RX expects all Users to respect the intellectual property rights of others. In connection with the Services, RX has the following policy respecting copyright law that provides for the removal of infringing materials. If a User or other entity has a good faith belief that materials hosted by RX infringe their copyright, they (or their agent) may send RX a written notice requesting that the allegedly infringing material be removed or access to it blocked, pursuant to Section 512 of the Digital Millennium Copyright Act of 1998 (the "DMCA"). The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly being infringed upon; (b) identification of the copyrighted work claimed to have been infringed upon (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow RX to locate the material on the Site; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If a User believes in good faith that a notice of copyright infringement has been wrongly filed against them, the DMCA permits such person to send RX a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. Notices and counter-notices with respect to the Website should be sent to Reed Exhibitions, a division of RELX Inc., Attn: Associate General Counsel, ReedPop, 201 Merritt 7, Norwalk, CT 06851 with an email copy of the notice sent to [email protected]. RX suggests that Users consult their legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. It is RX’s policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

3. FEEDBACK

3.1 Feedback. If User provides RX with any feedback or suggestions regarding the Services (“Feedback”), User hereby assigns to RX all rights in the Feedback and agree that RX shall have the right to use such Feedback and related information in any manner it deems appropriate. RX will treat any Feedback you provide to RX as non-confidential and non-proprietary. User agrees not to submit to RX any information or ideas that User considers to be confidential or proprietary.

4. PAID SERVICES AND PAYMENT TERMS.

4.1 Paid Services. Certain products or services may be offered for sale or use on the Website subject to fees (the “Paid Services”). This Section 4 provides additional terms of sale and purchase in connection with the User’s use of any Paid Services. Certain aspects of the Paid Services may be subject to additional guidelines, terms, or rules, which may be posted through the Website or Services in connection with such Paid Services. RX reserves the right to modify the content, type, and availability of the Paid Services and the associated fees at any time. RX reserves the right to reject any order or purchase of Paid Services at any time.

4.2 Fees; Payment. Paid Services may include one-time fees or fees to be paid on a recurring basis, such as digital subscriptions which enable access to certain additional website content. Unless otherwise stated, all fees are in, and payment must be made in, United States Dollars. Paid Services require maintenance of a Paid Services account and a valid payment method. Unless otherwise stated, fees must be paid in full at the time the order is placed. By submitting an order or payment method information, User agrees, represents and warrants that: (a) the information provided is true, accurate and complete; (b) User is duly authorized to use the designated payment method, and (c) User authorizes RX (or its third party payment processor) to charge the payment method for the total amount of the fee.

4.2.1. Payment Revocation. If any payment authorization is later revoked (e.g. by chargeback or other payment dispute), the associated Paid Services may be automatically terminated.

4.2.2. Unpaid Charges. User acknowledges that certain fee payments may be recurring and, in such cases, User must update and maintain as true, accurate and complete all account information, including payment information, during use of the Services. If the payment method expires or otherwise becomes otherwise invalid, the associated Paid Services may be automatically terminated. The User remains responsible for all charges incurred prior to termination. Additionally, the User will be responsible for any collection costs incurred by RX in collecting such balances owed, including, but not limited to, court costs, collection fees and attorney’s fees.

4.2.3. Incidentals to the Services. By using the Services, the User may incur other additional charges from third party service providers. The User acknowledges that he or she is solely responsible for any costs incurred in connection with their use of the Services and their access to the website, including, but not limited to, any telecommunications fees, data fees, or service provider fees. All such costs shall be borne solely by the User.

4.3. Subscriptions. These Terms and Conditions are expressly incorporated into and made a part of each of User’s Subscription Form(s) as applicable. As used herein, the “Subscription Form” is defined as the executed purchase order, website check-out, or other similar document which sets forth a description of the Paid Services to which User has subscribed and the attributable fees for of such subscription (collectively, the “Subscription Fee”). Unless otherwise stated on the Subscription Form, the subscription term is one (1) year and shall automatically renewal in successive one (1) year increments until cancellation or termination of the Paid Services. For additional information about subscribing to Popverse Membership, please visit thepopverse.com.

4.4. Billing and Automatic Renewal. RX will charge or debit the payment method provided at the time of purchase or, if applicable, at the end of any free trial period. Billing will continue according to the cycle stated with the User’s Subscription Form and/or in accordance with these Terms and Conditions. Unless otherwise specified by the User at the time of purchase, all subscriptions to Paid Services are renewed automatically using the payment method currently associated with the relevant User’s account. RX is not obligated to notify any User in advance of any impending renewals and Users expressly agree to waive the application of New York General Obligations Law section 5-903 and any similar laws.

4.5. Promotions. RX may occasionally offer promotions for the Paid Services, including, but not limited to, offering free access to the Paid Services for certain Users. The specific terms of each promotion are stated at the time the promotion is offered and each promotion may be different. Promotions may not be combined. The User may be required to provide a valid payment method when signing up for a promotion, and, if applicable, at the end of the promotion, the User’s subscription will automatically renew at the then-current rate for those Paid Services as if no promotion had applied. RX is under no obligation to notify any User in advance when a promotion is about to end and will not do so. To cancel and avoid being charged, the User must cancel the Paid Services before the promotion ends.

4.6. Cancellation. Users may cancel their subscription to the Paid Services at any time, but cancellations will only affect future charges associated with their subscription and the cancellation becomes effective at the end of the User’s current billing period. There will be no refunds for the current billing cycle and the User will continue to have the same access and benefits for the remainder of the current billing cycle. In order to cancel a subscription, a User must terminate their account through their account settings or by contacting RX customer service via email at [email protected]. Paid Services purchased as part of a promotion or sold in connection with another service or product offered by RX may be subject to different cancellation or refund policies as indicated at the time of purchase.

4.7. Changes to Subscription Type. Users may upgrade their subscription type for the Paid Services at any time and the change will be effective for the remainder of the User’s current billing period, provided that User will be required to pay the full Subscription Fee for the new subscription type at the time of upgrade, there will be no refunds for any portion of the prior Subscription Fee, and there will be no changes to the User’s billing period (i.e. the next renewal may be due in less than one (1) year from the time of upgrade). Users may not downgrade their subscription type for the Paid Services, but may cancel their subscription in accordance with Section 4.6 above.

4.8. Limitations. A subscription or other purchase may not include access to all of the Paid Services and access to certain portions of the Paid Services may require an additional separately priced fee and/or will only be available to designated Users or types of subscribers.

4.9. Changes to the Services. Users are not required to pay fees to access certain freely available aspects of the Services. However, if a User does not purchase a subscription through a Subscription Form, no access will be granted to the Paid Services. RX reserves the right to convert any freely accessible portion of the Services into Paid Services and to charge Subscription Fees for access to such portions of the Services, or for access to the Services as a whole, at any time in RX’s sole discretion. In no event, however, will the User be charged for access to any Services unless RX first obtains the User’s prior agreement to pay Subscription Fees via a Subscription Form.

4.10. RX’s Right to Suspend. RX reserves the right to suspend or terminate any subscription to the Paid Services for any reason, with or without notice and without further obligation. The User will not be entitled to a refund in these circumstances. RX further reserves the right to make changes to the Paid Services at any time. If the Paid Services are temporarily unavailable, temporarily reduced, or made free to access by all Users, there will be no refunds. RX reserves the right to issue credits or refunds at its sole discretion, and RX is under no obligation to issue the same or similar credit(s) or refund(s) in the future.

5. TERMINATION.

5.1. Termination; Breach. RX may, in its sole discretion, terminate or suspend any User’s access to all or part of the Services for any reason, including, without limitation, breach or assignment of these Terms and Conditions. User’s breach of any obligations under these Terms and Conditions may result in immediate termination of these Terms and Conditions and immediate suspension or termination of User’s access to the Services; provided that with respect to any non-monetary, curable breach, RX may use commercially reasonable efforts to notify User of, and grant User the opportunity to cure such breach, although it shall be under no obligation to do so. User shall remain liable for, and RX shall not be obligated to refund or credit, any Subscription Fees incurred for the full contract term as set forth in the Subscription Form. Without limiting the foregoing, User acknowledges and agrees that any action in violation of the Use Restrictions shall be an incurable breach of these Terms and Conditions.

5.2. Limited Rights after Termination. In the event of termination of these Terms and Conditions for any reason other than a violation of the Use Restrictions, User may retain for its personal, noncommercial use, any materials or content of the Services that have already been delivered; provided, however, that User agrees to be bound by the restrictions on distribution and dissemination of the content of the Services provided herein (including, without limitation, the Use Restrictions) even after termination of the term set forth in the Subscription Form. In the event of a termination resulting from a breach of the Use Restrictions, User shall promptly return to RX, or destroy (and provide RX with a certification of destruction in compliance with this section by an officer or authorized person of User) any and all materials or content of the Services in User’s possession or control within thirty (30) days of such breach.

5.3 Rights Regarding Section Reorganization and Website Reconfiguration. User agrees and acknowledges that RX reserves the right, in its sole and absolute discretion, to amend, alter, reorganize, reconfigure or otherwise change the interface, sections (and names of sections) and banners of content and data on the site (any such change, a “Section Reorganization”), provided that any such Section Reorganization shall not materially degrade the User’s access to information or services that are substantially similar to the Paid Services for which User subscribed pursuant to the Subscription Form.

5.3. Effect of Termination.Upon termination of these Terms and Conditions for any reason, User’s account (if applicable) and right to access and use the Services will terminate immediately.

6. ACCESS AND AVAILABILITY OF SERVICES.

6.1. Availability; Downtime. RX uses reasonable efforts to make the Services available; however, there will be instances when the Services, including without limitation the Website or any feature or functionality, will be interrupted or unavailable (collectively, “Downtime”) for various reasons, such as maintenance, upgrades, repairs, reasons that are beyond the control of RX, including failure of telecommunications lines, links and equipment, or other reasons. Additionally, the specific features and functionality of the Services are dynamic and may change from time to time. RX reserves complete discretion with respect to the operation of the Services. RX also reserves the right to withdraw, suspend, or discontinue any feature or functionality of the Services at any time. IN THIS RESPECT, THE USER AGREES THAT RX WILL NOT IN ANY WAY BE LIABLE OR RESPONSIBLE TO SUCH USER OR ANY THIRD PARTY FOR ANY SUCH MODIFICATION, SUSPENSION, DOWNTIME OR DISCONTINUATION OF THE SERVICES. Without limiting the foregoing, RX shall not be responsible for (i) delivering or otherwise providing access to any Services that were published during Downtime or otherwise retroactively restoring, or reimbursing User for, any content published during such Downtime (whether or not such content is subsequently available on the Services after such Downtime).

6.2. Technical Requirements. User acknowledges and agrees that the Services are subject to availability of a suitable or adequate internet connection, valid email account, computer equipment, and sufficiently available bandwidth at the time of User’s attempted use or access. User shall be solely responsible for procuring the necessary computer equipment and internet connection required for accessing and using the Services. User shall hold RX harmless from any failure or inability to access the Services resulting from User’s failure to procure any such necessary equipment or services.

6.3 Access and Use Where Prohibited. Access to and use of the Services are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.

7. REGISTRATION, SECURITY, AND PRIVACY.

7.1. Certain features or functionality of the Services may require registration of a User account. RX reserves the right to decline a registration request in its sole discretion for any reason.

7.2. As part of the registration process, the User may be required to provide RX with certain registration information, all of which must be accurate and updated, and which may include, without limitation, name; address; phone number; e-mail address; and other information about User. At all times, RX reserves the right to require the creation of login credentials in order to access the Services and the right to require payment in order to access certain portions of the Services, regardless of whether payment was previously required for such portions of the Services. Each registration is for a single User account and only one (1) individual who is authorized to access and use the Services under the User account. Users may not share login credentials (e.g. username and password) or give login credentials to anyone else. RX may cancel or suspend access to the Services if a User shares their login credentials. User may not, and may not permit others to, (a) use the login credentials of another User with the intent to impersonate that person; or (b) use login credentials that RX, in its sole discretion, deem offensive.

7.3. By accessing the Website, using the Services or submitting information to RX in connection with the Website or the Services, the User agrees to the terms of RX’s Privacy Policy, which may be updated by RX at any time.

7.4. RX may change User’s login credentials at any time, provided that RX shall provide User with written notice of such change prior to, or as soon as reasonably practicable after, such change.

7.5. User agrees not to grant access to the Services to any other person and to safeguard and, to the extent created or provided, maintain the confidentiality of its login credentials.

7.6. User agrees and acknowledges that under certain circumstances, RX may store User’s IP address(es) or other information transmitted by User’s computer(s) or network as are reasonably necessary for RX to identify User and provide access to Services.

7.7. User assumes full and total responsibility for all usage or activity on User’s account, including use of User’s account by any third party, whether or not authorized by User, and User agrees to indemnify and hold RX harmless from any claims arising from or as a result of such usage. . User shall immediately notify RX of any known or suspected unauthorized use of User’s account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of User’s account information and agrees to fully cooperate with RX in good faith and as reasonably required to remedy such security breach. Failure to comply with the foregoing shall constitute a breach of these Terms and Conditions.

8. REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITIES; INDEMNIFICATION.

8.1. User Representations and Warranties. User agrees that it shall take any other means reasonably necessary to ensure compliance with these Terms and Conditions. Additionally, User represents, warrants and agrees that User’s access to and use of the Services shall comply with the Acceptable Use Policy.

8.2. DISCLAIMER OF RX WARRANTIES. EACH USER AGREES THAT THE USE OF AND ACCESS TO THE SERVICES IS STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND RX SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE OPERATION OF THIS WEBSITE, THE CONTENT OR INFORMATION CONTAINED THEREIN, OR THE SERVICES. NO WARRANTY OF ANY KIND IS IMPLIED REGARDING REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE BY RX. RX DISCLAIMS ANY LIABILITY FOR ERRORS IN THE SERVICES. EACH USER ASSUMES THE RISK OF POSSIBLE ERRORS CONTAINED IN THE SERVICES. EACH USER AGREES TO INDEPENDENTLY VERIFY ANY INFORMATION IT INTENDS TO RELY UPON, AND, IF REASONABLY NECESSARY, SUCH USER SHOULD SEEK THE ASSISTANCE OF AN ATTORNEY IN DOING SO. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY AND IN NO EVENT SHALL RX AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (THE “RX PARTIES”) BE LIABLE, JOINTLY OR SEVERALLY, TO A USER OR ANY OTHER PERSON AS A RESULT OF SUCH USER’S ACCESS OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS, LOST SAVINGS, AND LOST REVENUES, OR OTHER PECUNIARY LOSS, LOSS OF OR DAMAGE TO DATA, LOSS OF GOODWILL OR REPUTATION, OR OTHER INTANGIBLE LOSS (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE RX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

IF USER IS A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, USER HEREBY WAIVES ANY PROVISION IN LAW, REGULATION, OR CODE SIMILAR REQUIRING SUCH RELEASE. FOR EXAMPLE, USERS WHO ARE CALIFORNIA RESIDENTS HEREBY EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE RX PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL RX BE LIABLE FOR ANY CLAIM, LOSS, COST, EXPENSE, OR DAMAGE WHATSOEVER TO ANY USER OR ANY THIRD PARTY IN AN AMOUNT EXCEEDING THE GREATER OF: (I) ONE HUNDRED DOLLARS ($100.00), AND (II) THE SUM OF THE FEES ACTUALLY PAID TO RX UNDER THESE TERMS AND CONDITIONS DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH RX IS NOTIFIED OF SUCH CLAIM IN WRITING.

8.3. Indemnification. User agrees to indemnify, defend, and hold harmless each of the RX Parties from and against all claims, actions, proceedings, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising or resulting from: (a) the use of or reliance on any information, material, or content of the Services by User or any third party to whom User has provided such information, material, or content, regardless of whether or not such information, material or content contained any errors or omissions and whether or not any of the RX Parties were aware or should have been aware of any such errors or omissions; (b) any User Content submitted by or on behalf of User to RX or through the Services; (c) User’s violation or breach of these Terms and Conditions; (d) any use or misuse of the Services by User or anyone using User’s account; (e) User’s negligent acts or omissions or willful misconduct; (f) User’s violation of any applicable law; or (g) any allegation that User’s use of or access to the Services infringes upon the patent, trademark, copyright, trade name, trade secret, or other proprietary rights of any third party.

User’s duty to indemnify, defend and hold harmless RX under these Terms and Conditions shall survive the termination, cancellation, or expiration of the term set forth in the Subscription Form and/or these Terms and Conditions.

9. CONSENT TO RECEIVE NOTICES ELECTRONICALLY.

9.1. CONSENT TO RECEIVE NOTICES ELECTRONICALLY. User consents to receive electronically any notices, consents, communications, and transmittals under these Terms and Conditions (collectively, “Notices”) including, without limitation, by e-mail, posting information and materials online at the Website, or other electronic communication technology that may hereafter be adopted or developed. User agrees that all Notices that RX provides to User electronically satisfy any legal requirements that such communications be in writing. Any Notices to RX should be sent by e-mail to [email protected].

10. MISCELLANEOUS.

10.1. Governing Law and Venue. These Terms and Conditions shall be governed by and shall be construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any action or proceeding between User and RX relating to or arising out of these Terms and Conditions or use of the Services shall be commenced and maintained exclusively in the state or federal courts in the State of New York, and User hereby consents to the exclusive jurisdiction and venue of any state or federal court in the State of New York. Except where prohibited by law, any and all disputes, claims, and causes of action relating to or arising out of these Terms and Conditions or use of the Services shall be resolved individually, without resort to any form of class action and any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees and in no event any indirect, punitive, incidental, special, consequential, or other damages, including without limitation lost profits may be awarded.

10.2. Class Action Waiver. Each of User and RX agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. User agrees that User will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

10.3. Waiver of Jury Trial. THE PARTIES HERETO, ON BEHALF OF THEMSELVES AND THEIR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, AGREE THAT ANY SUIT, ACTION, DISPUTE OR PROCEEDING, WHETHER BY CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY OR AGAINST ANY PARTY HERETO OR ANY HEIR, EXECUTOR, ADMINISTRATOR, SUCCESSOR OR ASSIGN OF ANY PARTY HERETO, ARISING OUT OF, CONCERNING OR IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR THE USE OF THE SERVICES, OR ANY FACTS OR CIRCUMSTANCES IN WHICH THESE TERMS AND CONDITIONS OR SERVICES IS INVOLVED IN ANY WAY, SHALL BE TRIED WITHOUT A JURY. EACH PARTY HEREBY KNOWINGLY, EXPRESSLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A JURY TRIALAND, IF APPLICABLE, ANY RIGHTS THEY MAY HAVE TO BRING ANY CLAIMS ON A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION BASIS, IN ANY SUCH SUIT, ACTION, DISPUTE OR PROCEEDING, TO THE FULLEST EXTENT PERMITTED BY LAW.

10.4. No Third Party Beneficiaries. These Terms and Conditions shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors or assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

10.5. No Assignment. Neither Party may assign these Terms and Conditions, in whole or in part, without the other Party’s prior written consent; provided, however, that RX may assign these Terms and Conditions to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock. Any assignment in violation of this section is null and void, ab initio.

10.6. Severability. If any provision of these Terms and Conditions is declared void or unenforceable by any court of competent jurisdiction in a final, non-appealable order or judgment, then (a) such provision shall be deemed reformed to the extent strictly necessary to render the provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) all remaining provisions of these Terms and Conditions shall remain in full force and effect unless otherwise agreed to in writing by the Parties.

10.7. Waiver; Remedies Cumulative. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by RX in exercising any right, power, or privilege under these Terms and Conditions or any of the documents referred to in these Terms and Conditions will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege.

10.8. Headings. Headings or titles to sections or subsections in these Terms and Conditions are for convenience of reference only and shall not affect the meaning or interpretation of these Terms and Conditions or any part hereof.

10.9. Compliance with Laws. User shall ensure that any activities undertaken by User pursuant to these Terms and Conditions and any use of or access to the Services shall comply with all laws, rules, and regulations of the United States and other applicable jurisdictions, as such may be amended and in effect from time to time. Without limiting the foregoing:

The Services are hosted from the United Kingdom, and RX’s corporate office and activities are located in and directed from the United States. RX makes no representation that the Services or any aspect thereof will be available or appropriate for use in locations outside of these territories. Users who choose to access the Services from outside these locations do so at their own risk and are responsible for compliance with local laws and regulations, including without limitation, all local rules regarding online conduct and acceptable content. Additionally, User agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which User may reside or access the Services. Users are also responsible for compliance with all United States or other applicable export laws and regulations when exporting any products, services, content, or materials provided through the Services.

10.10. Force Majeure. Except for any payment obligations, neither Party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including, without limitation, acts of God, earthquake, explosion, fire, flood, unusually severe or abnormal weather, embargo, catastrophe, sabotage, utility or transmission failures, strikes, lockouts or other labor difficulties, governmental actions, prohibitions or regulations, voluntary or involuntary compliance with any law or request of any governmental authority, national emergencies, insurrections, riots, wars or other civil disturbances, acts of terrorism, viruses or network outages, which did not result from the acts or omissions of such Party, its employees or agents (“Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event.

10.11. Relationship of the Parties. The Parties are independent contractors. These Terms and Conditions shall not be construed to create or imply any partnership, agency, joint venture, employer-employee, or franchiser-franchisee relationship between each User and RX.

10.12. Survival. Any provision of these Terms and Conditions which imposes an obligation on a User after termination or expiration of these Terms and Conditions shall survive such termination or expiration of these Terms and Conditions.

10.13. Entire Agreement. These Terms and Conditions constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the Parties, whether written or oral. There are no representations, promises, warranties, covenants, or undertakings other than those contained in these Terms and Conditions.

10.14 Contacting RX. If User has any comments or questions about the Services, please contact us at [email protected].

Last Revised June 29, 2021.