Resident Review

Terms of Service

Effective Date: August 17, 2026

Welcome to Resident Review, Inc.! These Terms of Service (the “Terms”) govern your access to and use of this website (the “Site”), communications and mobile applications. The Site allows our users to qualify leads, explore reviews from fellow business owners, leave feedback on customers, and efficiently manage the reviews their customers have provided across various platforms (collectively, the “Service”) and form a binding agreement between you and the Company. Please do not access or use the Service if you are unwilling or unable to be bound by the Terms.

PLEASE NOTE: THESE TERMS INCLUDE DISPUTE RESOLUTION PROVISIONS (SEE SECTION 11) THAT, WITH LIMITED EXCEPTIONS, REQUIRE THAT (1) CLAIMS YOU BRING AGAINST THE COMPANY BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND (2) YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. DEFINITIONS

a. Parties. “You” and “your” refer to you, as a user of the Service. A “user” is someone who accesses or in any way uses the Service. “We,” “us,” and “our” refer to the Company and its subsidiaries.

b.Content “Content”means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as reviews, reviews, photos, videos, compliments, invitations, check-ins, votes, direct messages, and information that you contribute to your user profile or suggest for a business page. “User Content” means Content that users submit or transmit to, through, or in connection with the Service. Company Content means Content that we create and make available in connection with the Service. Third-Party Content means Content that originates from parties other than the Company or its users, including marketing or advertising material, which is made available in connection with the Service. Service Content ” means all of the Content that is made available in connection with the Service, including Your Content, User Content, Company Content, and Third-Party Content, which may include third-party advertisements. Third-Party Content may include independently sourced property, parcel, ownership, occupancy, assessment, transaction, and related information obtained from public records, data licensors, or property-data providers such as ATTOM Data Solutions.

c. Accounts “Account” means the account you create to access or use the Site and mobile applications.

2. CHANGES TO THE TERMS. We may modify the Terms from time to time. The most current version of the Terms will be located here. You understand and agree that your access to or use of the Service is governed by the Terms eﬀective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by email, by posting notice on the Service, and/or by other method prior to the eﬀective date of the changes. We will also indicate at the top of this page the date that such changes were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Service after the eﬀective date of changes to the Terms represents your acceptance of such changes.

3. USING THE SERVICE

a. Eligibility. . To access or use the Service, you must have the requisite power and authority to enter into these Terms. You may not access or use the Service if you are a competitor of the Company or if we have previously banned you from the Service or closed your Account.

b. Permission to Use the Service.. We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is oﬀensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.

c. Service Availability.The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability, although we will strive to provide reasonable notice when possible.

d. Accounts You must create an Account and provide certain information about yourself in order to use the Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason. Your Account is for your personal, non-commercial use only, and you may not create or use an Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Account to another person without the Company’s prior approval.

e. Communications from the Company and Others.By accessing or using the Service, you consent to receive communications from other users and the Company through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote the Company, and may be initiated by the Company or other users. You can opt-out of certain communications by contacting us at

4. Content

a. Responsibility for Your Content.You alone are responsible for Your Content, and once posted to the Site, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by the Company. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.

b. Our Right to Use Your Content. We may use Your Content in a number of diﬀerent ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, or distributing it (“Other Media”), provided that such use is directly related to the provision of the Service. As such, you hereby grant us a non-exclusive, royalty-free, non-assignable, non-sublicensable, non-transferable license to use Your Content solely for purposes directly related to the provision of the Service, including display on the Service, promotional materials, or other works that contribute to the functionality or improvement of the Service. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against the Company and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

c. Ownership. As between you and the Company, you retain ownership of Your Content. We own the Company Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Service Content), computer code, products, software, aggregate star reviews, and all other elements and components of the Service excluding Your Content, User Content and Third-Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Company Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Company Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the Company Content are retained by us.

d. Third-Party Advertising. The Company and its licensees may publicly display advertisements, paid content, and other information nearby or in association with Your Content, including third-party advertising which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The manner, mode and extent of such advertising are subject to change without specific notice to you, and you are not entitled to any compensation for such advertisements. In consideration for the Company granting you access to and use of the Service, you agree that the Company and its third-party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.

e. Other. User Content does not reflect the opinion of the Company. Except as required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content.

f. Content Moderation.. Except as required by law, we reserve the right to screen, remove, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. We may remove a review if we believe that it violates our Content Guidelines.

5. REQUIREMENTS, REPRESENTATIONS AND WARRANTIES. We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

a. In order to access or use the Services, you agree that:

i. you have the authority to act on behalf of the business or businesses associated with or claimed through your Account and bind any such business (including any corresponding business entity) to these Terms (such business or businesses, your “Business”);

ii. your access to or use of the Site will only be in your capacity as an authorized representative of your Business;

iii. your Business complies with applicable laws and does not oﬀer, advertise, sell, or lease illegal products and/or services;

iv. you agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your business, and that our communications (including phone calls) with you may be monitored and recorded for quality purposes; and

v. By creating an Account and using the Service, you affirm that you are a legitimate business entity, duly organized, validly existing, and in good standing under the laws of the jurisdiction of your incorporation or organization. You further represent that your use of the Service is solely for its intended purpose, as outlined in these Terms, which is to manage and share customer reviews for the purpose of lead qualification and customer management among other verified businesses. You agree not to use the Service for any unauthorized or unlawful purposes, and failure to adhere to these representations may result in the suspension or termination of your account and access to the Service.

b.Customer ReviewsCertain features of the Service allow our users to rate and review their customers, and to make those reviews visible to other users of the Service in order to help other users better qualify customer leads. In order to utilize this feature of the Service, you must obtain explicit, informed consent from your customers prior to submitting any reviews, and comply with all applicable privacy and data protection laws. By submitting a customer review, you represent and warrant that you have secured such customer’s consent, ensuring that the customer is aware of and agrees to the collection, use, and sharing of their review with other verified business users. You must maintain records of such consents and provide them to us upon request. You are responsible for ensuring that your collection, use, and disclosure of customer reviews comply with all applicable privacy and data protection laws in your jurisdiction, and you agree not to misuse the customer review feature or use it for any purpose other than as intended by the Service. Misuse, including any failure to obtain and document customer consent, may result in suspension or termination of access to the Service.

Customer Identification and Relationship to Property. When submitting a customer review, you must accurately identify the individual who directly engaged your business for services or who was the property owner, tenant, or authorized decision-maker present at the time of service. You must accurately identify that individual's relationship to the property, such as owner, tenant, property manager, or other authorized relationship. You remain responsible for the accuracy of this information and for maintaining records of any consent required under these Terms or applicable law.

Property and Third-Party Data. The Service may supplement user-submitted information with property-related information obtained from public records, data licensors, and third-party property-data providers, including providers such as ATTOM Data Solutions. This information may be used or displayed to confirm ownership, provide property context, improve matching and accuracy, prevent fraud or misidentification, and support lead qualification. Third-party property data may be incomplete, delayed, or inaccurate, and the Company does not guarantee its completeness or accuracy. The availability of supplemental data does not relieve you of your responsibility to submit accurate information, obtain and document required consent, and comply with applicable law.

Homeowner and Resident Inquiries. Homeowners and residents may contact the Company through resident-rev.com/contact or at info@resident-rev.com to raise a question, request access or correction, or dispute a review, customer record, property association, or ownership indicator associated with them. The Company may request information reasonably necessary to verify the requester's identity and relationship to the person or property at issue. Users must respond promptly and professionally to related inquiries forwarded by the Company.

c. You represent and warrant that You have read and understood our Privacy Policy. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America.

d. We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

e. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:

i. Violate our Terms, including the Content guidelines set forth herein;

ii. Misrepresent your identity or aﬃliation to anyone in connection with the Company.

iii. Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review

iv. Violate any Third-Party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

v. Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;

vi. Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with an Account in accordance with these Terms;

vii. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results or any Third-Party website;

viii. Solicit personal information from minors, or submit or transmit pornography;

ix. Violate any applicable law;

x. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by the Company;

xi. Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content, except as expressly permitted by the Company;

xii. Reverse engineer any portion of the Service, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice;

xiii. Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;

xiv. Record, process, or mine information about users;

xv. Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews;

xvi. Reformat or frame any portion of the Service;

xvii. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on the Company’s technology infrastructure or otherwise make excessive traﬃc demands of the Service;

xviii. Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;

xix. Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;

xx. Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;

xxi. Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or

xxii. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.

6. ADDITIONAL POLICIES AND TERMS

a. Copyright and Trademark Disputes If you believe that your copyright or trademark rights have been infringed upon by content on the Resident Review platform, please notify us immediately. We are committed to addressing such disputes promptly and effectively. Upon receiving a valid notice, we will investigate the claim and take appropriate action, which may include removing or disabling access to the infringing content. We may also contact the party responsible for the content to provide them with an opportunity to respond. All parties involved in the dispute are encouraged to resolve the matter amicably. However, if necessary, disputes will be resolved in accordance with the dispute resolution procedures outlined in this agreement.

b. Additional Terms Your use of the Service is subject to any and all additional terms, policies, rules, or guidelines that we may post on or link to from the Service (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms.

7. SUGGESTIONS AND IMPROVEMENTS. . By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any Third-Party confidential or proprietary information, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against the Company and its users any claims and assertions of any moral rights contained in such Feedback.

8. THIRD-PARTY CONTENT AND SERVICES. The Service may host Third-Party Content, or include links to other websites or applications (each, a “Third-Party Service”). While we do not control or endorse any Third-Party Content or Third-Party Service, we commit to addressing any issues with such content that violates these Terms or applicable law. You agree that we are not responsible for the availability, accuracy, or content of any such Third-Party Content or Third-Party Service. Your use of and reliance on any Third-Party Content or Third-Party Service is at your own risk. Some of the services made available through the Service and Third-Party Services may be subject to additional Third-Party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies, including without limitation the ones posted here. It is your responsibility to familiarize yourself with any such applicable Third-Party terms.

9. INDEMNITY You agree to indemnify, defend, and hold harmless the Company, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “Company Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of the Service, including Your Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you in connection with the Service, (v) your products or services, or the marketing or provision thereof to end users, or (vi) the infringement by you, or any Third-Party using your Account, of any intellectual property or other right of any person or entity. The Company reserves the right, at your 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. You agree not to settle any such matter without the prior written consent of the Company. We will use reasonable eﬀorts to notify you of any such claim, action or proceeding upon becoming aware of it.

10. DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE COMPANY ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like the Company, for their role in publishing third-party Content, including consumer reviews. Additionally, anti-SLAPP laws, such as Cal. Civ. Proc. Code § 425.16 in California, may require you to pay the Company’s attorneys’ fees if you attempt to impose such liability on the Company through legal proceedings.

A. THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE COMPANY ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD-PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE COMPANY ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICE CONTENT. ACCORDINGLY, THE COMPANY ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE LISTINGS, REVIEWS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.

B. THE COMPANY ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY, SUCH AS ANY ADVERTISERS LISTED ON THE SERVICE, OR THE SERVICE’S USERS. ACCORDINGLY, THE COMPANY ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD-PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE CUSTOMERS OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.

C. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

D. THE COMPANY ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.

E. THE COMPANY ENTITIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO INFORMATION POSTED BY OR FOR ANY BUSINESS. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 10 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE

11. CHOICE OF LAW, BINDING ARBITRATION, AND DISPUTE RESOLUTION
This provision is subject to the Revised Florida Arbitration Code. Except for Excluded Business Claims, any claim, controversy or cause of action arising out of or relating to: (a) these Terms, or the breach thereof; or (b) your access to or use of your Account (each such controversy or claim, a “Business Claim”), shall be settled through final and binding Arbitration to be administered by National Arbitration and Mediation (“NAM”) and governed by NAM’s Comprehensive Dispute Resolution Rules and Procedures in eﬀect at the time such claim is filed. You agree that any Business Claim arises from a business transaction and shall not be governed by the NAM rules, forms, or fees applicable to consumer transactions. Any award of the arbitrator is final and binding. If you have a question about the arbitration process or to obtain a current copy of the Comprehensive Dispute Resolution Rules and Procedures and/or fee schedule, NAM’s Commercial Dept. can be contacted at (800) 358-2550 or by NAM’s website at www.namadr.com.The arbitrator will not have the power to commit errors of law, and the award may be vacated or corrected through judicial review by a court of competent jurisdiction under the California Arbitration Act for any such error.

Business Claims shall be heard by a single arbitrator with exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable and whether a claim is subject to arbitration. Arbitrations will be held in Miami, Florida, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of Delaware. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. Any judgment on the award(s) rendered by the arbitrator may be entered in any court of competent jurisdiction.

NOTWITHSTANDING THE FOREGOING, FOR ANY BUSINESS CLAIM THAT IS NOT SUBJECT TO ARBITRATION, INCLUDING WITHOUT LIMITATION EXCLUDED BUSINESS CLAIMS, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MIAMI, FLORIDA, WHICH IS THE PLACE OF PERFORMANCE OF THESE BUSINESS TERMS.

YOU AND THE COMPANY AGREE THAT EACH MAY BRING OR PARTICIPATE IN BUSINESS CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE BUSINESS CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A BUSINESS CLAIM IMPLICATES THIS SECTION, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH BUSINESS CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

“Excluded Business Claims” means any claim, controversy, or cause of action: (i) arising from any act in furtherance of a person’s right of petition or free speech under the United States Constitution or the California Constitution; (ii) related to intellectual property (like patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); or (iii) arising from violations of Section 5 of the Terms (Requirements, Representations and Warranties).

YOU AND THE COMPANY EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.

The Company will provide thirty (30) days’ notice of any material changes to this “Choice of Law, Binding Arbitration, and Dispute Resolution” section. Any such changes will go into eﬀect 30 days after the Company provides notice and will apply to all claims not yet filed regardless of when such claims may have accrued. If the Company changes this “Choice of Law, Binding Arbitration, and Dispute Resolution” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Service 30 days after such change will be deemed acceptance of those changes.

You agree that any subpoena, third-party discovery request, or other third-party process directed to the Company must issue from, or be domesticated by, the state or federal courts located within Miami-Dade County, Florida and you agree to submit to the jurisdiction of each of these courts for any related proceedings.

12. TERMINATION

a. You may terminate these Terms at any time by closing your Account, discontinuing any access to or use of the Service, and providing the Company with a notice of termination at

b. We may close your Account, suspend your ability to use certain portions of the Service, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, Your Content, Service Content, or any other related information.

c. In the event of any termination of these Terms, whether by you or us, any provision of these Terms which by their nature should survive termination shall so survive.

13. GENERAL TERMS

a. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.

b. Except as otherwise stated in Section 8 (Third-Party Content and Services) above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any Third-Party.

c. The Terms contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

d. Any failure on the Company’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by The Company.

e. If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and eﬀect and enforceable.

f. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with the Company’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

g. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and the Company as a result of these Terms or your use of the Service.

h. The section titles in the Terms are for convenience only and have no legal or contractual eﬀect.