PaiBox User License Agreement

1. Notice of Special Terms. If you have registered to use the Application as a property manager or individual seeking to obtain property-related repair and maintenance services (a “Requester”), please refer to Appendix A for additional terms that will apply to your use of the Application. If you are using the Application as a service provider customarily engaged in a trade, occupation and/or business of providing property-related repair and maintenance services (a “Vendor”), please refer to Appendix B for additional terms that will apply to your use of the Application. Property managers or users subscribing under the Introductory Subscription Offer are subject to the additional terms set forth in Appendix C – Introductory Subscription Terms below.

2. Minors. If you are younger than eighteen (18) years of age, you are not authorized to access or use the Application.

NOTICE: Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online.

3. Privacy Notice. Your privacy is important to PaiBox. PaiBox’s Privacy Policy (the “Privacy Policy”), which addresses our information collection and use policies with respect to the privacy of your account information, is incorporated into this Agreement by reference for all purposes. Please read the Privacy Policy carefully for information relating to PaiBox’s collection, use, and disclosure of your personal information.

4. Account Information. If you register with us, or otherwise provide user information, you must complete the registration process by providing us with complete and accurate account information. You grant to us and to all other persons and entities involved in the operation of the Application the right to use, store, monitor, retrieve and transmit your account information in connection with the operation of the Application and as otherwise provided herein. You acknowledge, consent, and agree that PaiBox may access, preserve and disclose your account information and User Content (defined below) if required to do so by law or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Agreement; (c) respond to any claim that User Content violates the rights of third parties; (d) provide certain customized features of the Application to you, if any; (e) respond if you contact PaiBox for any reason; or (f) protect the rights, property, or personal safety of PaiBox, its other users, and the public.

5. Password. If you register with us, you may be asked to provide a password. As you will be responsible for all activities that occur under your account, you should keep your password confidential. The Application may implement technology that enables us to recognize you as the account holder and provide you with direct access to your account when you revisit the Application. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your device(s), and you agree to accept responsibility for all activities that occur under your account or password. Where possible, users of public or shared devices should log out at the completion of each visit. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your email address or password), you must immediately notify PaiBox. Then, you should report this incident to all your card issuers, as well as your local law enforcement agency. YOU ARE SOLELY LIABLE FOR LOSSES INCURRED BY YOU, PAIBOX OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.

6. Ownership; Proprietary Rights.

a. The Application, including all content, visual interfaces, interactive features, audio, video, digital content, information, text, graphics, design, compilation, computer code, products, software, services, proprietary information, copyrights, service marks, trademarks, trade names, distinctive information such as logos, the selection, sequence, “look and feel,” arrangement of items, and all other elements of the Application, including all intellectual property and proprietary rights therein and associated therewith, that are provided by PaiBox (“PaiBox Materials”) are owned and/or licensed by PaiBox and are legally protected, without limitation, under U.S. federal and state laws and regulations, as well as applicable foreign laws, regulations and treaties. PaiBox Materials do not include Third-Party Materials (as defined below). Except as expressly authorized by PaiBox, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, reverse engineer, decompile, disassemble or otherwise alter any software or otherwise make unauthorized use of the Application or PaiBox Materials. PaiBox reserves all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest in or to the PaiBox Materials, except for the limited rights expressly set forth in this Agreement.

b. As between the parties, you own and shall retain your ownership of all User Content, Inputs and Outputs. PaiBox shall not disclose to third parties or use your registration information and other transaction data collected, processed and retained by PaiBox in connection with providing the Services (as defined below), including without limitation Inputs and Outputs except as necessary to provide the Services or to comply with any legal, regulatory or similar requirement or investigation.

c. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and PaiBox (and its licensors) shall retain all right, title and interest in and to the Services (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.

d. You shall not alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice references, linked to or otherwise incorporated with the Services.

7. Scope of License; Prohibited Uses.

a. Scope of License. This license granted to you by PaiBox for this Application is limited to a non-transferable license to use the Application solely as permitted herein. You may not rent, lease, lend, sell, redistribute or sublicense the Application.

b. Prohibited Uses. As a condition of use of the Services, you promise not to use the Services for any purpose that is prohibited by this Agreement. By way of example, and not as a limitation, you shall not (and shall not permit any other users to) upload, download, post, submit or otherwise distribute or facilitate distribution of any Input that:

Additionally, you shall not (directly or indirectly) or permit any third party to:

• Upload, download, post, submit or otherwise distribute or facilitate distribution of any Input that (1) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity, (2) is unlawful, threatening, abusive, harassing, defamatory libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, vulgar, pornographic, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate, as determined by PaiBox in its sole discretion, or (3) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any PaiBox Systems, data, password or other information of PaiBox or any third party;
• Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
• Use any robot, spider, site search/retrieval application or other manual or automatic device, including, without limitation, AI-based tools, to retrieve, index, “crawl,” “scrape,” “data mine” or in any way gather information, content or other materials from Services or reproduce or circumvent the navigational structure or presentation of Services;
• Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas, models or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction;
• Use any of the PaiBox Materials to create any software, documentation or service that is similar to the Services or any documentation provided in connection therewith;
• Modify, translate, or otherwise create derivative works of any part of the Services;
• Copy, license, sublicense, sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available the Services in any service bureau arrangement or otherwise for the benefit of any third party without the prior written consent of PaiBox; or
• Access or use the Services to develop, or otherwise disclose aspects of the Services to a third party, including but not limited to AI-based tools, for the purpose of developing, any products or services that compete with our Services, including to develop or train any artificial intelligence or machine learning algorithms or models.

You shall abide by all applicable local, state, national and international laws and regulations, including, without limitation, any export control laws or regulations of the United States of America or other relevant jurisdiction. Finally, you must be a human. Access to the Services by “bots” or other automated methods, including, without limitation, AI-based tools, is not permitted without PaiBox’s prior written consent, which may be withheld, conditioned, or delayed in PaiBox’s sole, absolute and unfettered discretion.

8. The Services. The Application will allow you to use AI technologies, including PaiBox’s proprietary AI agent Avina, to facilitate the procurement of property-related repair and maintenance services from Vendors, including Vendor quote collection and review, scheduling, communication, and project management (the “Services”). You understand that by using any of the Services, you may encounter content or communications that may be deemed offensive, indecent, or objectionable, which content or communications may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that PaiBox shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

9. Use of Artificial Intelligence (“AI”) Technologies.

a. Generally. You may be allowed to interact with the Application in a variety of formats, which may include by contributing text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and materials to the Services (“Inputs”). The Application may generate responses, which may include text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, forecasts, simulations, interactive features and materials (“Outputs”) based on your Inputs.

b. Limitations. While PaiBox strives for accuracy and reliability, the Services may have limitations and not fully understand or correctly interpret the Inputs they process. Consequently, errors may occur for numerous reasons, including due to:

c. Rights, Responsibilities & Reliance on Outputs. When you use the Services you understand and agree that:

10. Fees; Project Pricing & Payment.

a. Application Fees and Billing. You may be required to pay us fees to access or use the Application or certain features of the Application. You are responsible for paying any applicable fees listed for the Application at https://paibox.com and, as applicable, at the point of purchase on the Application unless otherwise communicated to you by PaiBox in writing. If you purchase access to the Application or features of the Application, you must provide complete and accurate billing information (“Payment Method”). You agree that we may charge the Payment Method for any applicable fees listed on the Application and any applicable tax. If the fees for the Application or Application features are specified to be recurring or based on usage, you agree that we may charge these fees and applicable taxes to the Payment Method on a periodic basis. Except as expressly provided in this Agreement or where required by law, all payments are non-refundable. Please check your order carefully before confirming it.

b. Additional Application Fees. We may increase fees for the Application. If we charge additional fees in connection with our Services, we will give you an opportunity to review and accept the additional fees before you are charged. Also, additional fees may apply for additional features of the Application that we may make available. If you do not accept any such additional fees, we may discontinue your access to the Application or pertinent features. You agree that we will not be held liable for any errors caused by third-party payment processors used to process fees paid by you to us.

c. Project Pricing & Payment. The Application allows Requesters to create a request for Vendor Services (defined below) (each, a “Project”) and request and receive cost estimates from Vendors for each Project (each, a “Quote”). Once a Project is accepted, the Application will display the Quote provided by the applicable Vendor and accepted by Requester. The Quote is not the final price in all instances and is subject to further amendment as may be agreed to between Vendor and Requester. Additional payment terms applicable to Requesters and Vendors are included in Appendix A and Appendix B, respectively.

11. User Content.

a. General. The Application may now or in the future permit you and other users to submit, post or link media, text, ideas, questions, audio and video recordings, photos, graphics, commentary or other information or content (“User Content”), and to host and/or share such User Content. PaiBox makes no representations that your User Content will remain available via the Application in any way. We may remove your User Content at our sole discretion. YOU UNDERSTAND THAT ANY USER CONTENT THAT YOU POST FOR USE OR VIEWING ON THE APPLICATION MAY BE MADE PUBLICLY AVAILABLE TO USERS OF THE APPLICATION, AND PAIBOX DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH USER CONTENT, NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH USER CONTENT WILL NOT BE INFRINGED OR MISAPPROPRIATED.

b. Grant of Rights. By submitting User Content to PaiBox, you hereby grant PaiBox a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, perform, and otherwise exploit your User Content (but not including user Inputs or Outputs) in connection with the Application and PaiBox’s (and its successors’, transferees’, sublicensees’ and their respective affiliates’) business, including without limitation for promoting and redistributing part or all of the Application (and derivative works thereof) in any media formats and through any media channels. You grant PaiBox, and any of its transferees and sublicensees (and its and their respective affiliates) the right to use the name that you submit in connection with such User Content if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of the Application a non-exclusive license to access your User Content through the Application, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Application and this Agreement. You understand and agree, however, that even following termination of your account, PaiBox may retain and use server copies of such User Content. Notwithstanding anything to the contrary herein, the above licenses granted by you are perpetual and irrevocable. For the avoidance of doubt, the license granted in this Section 11(b) in and to your User Content does not include Inputs or Outputs, and we will not disclose or otherwise use your Inputs or Outputs for any purpose inconsistent with Section 6(b) hereof without your prior written consent.

c. Your Representations and Warranties Regarding User Content. You shall be solely responsible for your own User Content and the consequences of submitting and/or posting such User Content. In connection with User Content, you affirm, represent, and/or warrant that: (i) your User Content is not confidential or secret; (ii) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize PaiBox to use, all patent, trademark, copyright, or other intellectual property or proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by PaiBox and this Agreement, and to grant the rights and licenses set forth in this Section; (iii) you shall not use any User Content that contains or consists of information or material that constitutes the intellectual property of, or which embodies any other proprietary rights of, any third-party, without express authorization; (iv) your User Content, PaiBox’s use of such User Content pursuant to this Agreement, and PaiBox’s exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person, or (C) violate any applicable law or regulation; and (v) you have no expectation of compensation or confidentiality of any nature with respect to your User Content and we, our affiliates, our licensors and/or their affiliates may already have projects under consideration or are independently developing projects that are similar to your User Content.

d. Prohibited Uses of User Content. Except as otherwise permitted by this Agreement, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Application: (i) any falsehoods or misrepresentations that could damage PaiBox or any third-party; (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, exploitive, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, creates a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements or solicitations of business, products, or services (other than through the Application); or (iv) any material that would be harmful to minors in any manner.

e. No Responsibility for User Content. Except for the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Content. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by users with respect to User Content.

12. Third-Party Materials. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party sites, subdomains, mobile versions and any associated applications, as well as web plug-ins (“Third-Party Applications”). By using the Services, you acknowledge and agree that PaiBox is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or Third-Party Applications. PaiBox does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third-Party Materials or Third-Party Applications, or for any other materials, products, or services of third parties. Third-Party Materials are provided solely as a convenience to you. You agree that the Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that PaiBox is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services. PaiBox, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will PaiBox be liable for the removal of or disabling of access to any such Services. PaiBox may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

13. Consent to Use of Data. You agree that PaiBox, and those authorized by PaiBox, may use any content that you submit through the Application as permitted in this Agreement, but that PaiBox is under no obligation to use or retain anything you submit. You further agree that PaiBox may collect and use technical data and related information, including but not limited to, technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Application. PaiBox may use this information, if it is in a form that does not personally identify you, for the purposes outlined in the Privacy Policy and to improve its products or to provide services or technologies to you.

14. Maintenance and Support. The Application is provided “AS IS” and no maintenance or support services will be guaranteed by PaiBox.

15. Termination. This Agreement is effective until terminated by you or PaiBox. Your rights under this Agreement will terminate automatically without notice from PaiBox if you fail to comply with any term(s) of this Agreement. Upon termination of the Agreement, you shall cease all use of the Application, and destroy all copies, full or partial, of the Application.

16. Feedback. You agree that with respect to any feedback, analysis, suggestions and comments to PaiBox provided by you (collectively, “Feedback”), IN CONSIDERATION OF PAIBOX PROVIDING ACCESS TO THE APPLICATION, YOU HEREBY GRANT TO PAIBOX THE EXCLUSIVE, PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO YOU. You represent and warrant that you have the right to make the foregoing grant to PaiBox and that any Feedback which is provided by you to PaiBox does not infringe any third-party intellectual property or any other rights. Notwithstanding the foregoing, PaiBox grants to you a non-exclusive, non-transferable, non-sublicensable, worldwide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.

17. INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS PAIBOX AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS, LEGAL FEES, ACCOUNTING FEES AND AMOUNTS PAID IN SETTLEMENT) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE APPLICATION OR NON-PAIBOX CONTENT; (II) YOUR USER CONTENT OR ITS POSTING ON, OR SUBMISSION TO, THE APPLICATION, INCLUDING PAIBOX’S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT; (III) YOUR VIOLATION OF THIS AGREEMENT; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT. PAIBOX 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 MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF PAIBOX. PAIBOX WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.

18. DISCLAIMERS; NO WARRANTIES.

a. ACKNOWLEDGMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 18, AND SECTIONS 19 AND 20 BELOW, THE TERM “PAIBOX” INCLUDES EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS AND SUBCONTRACTORS.

b. NO WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PAIBOX DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAIBOX OR THROUGH THE APPLICATION, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

c. “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU EXPRESSLY AGREE THAT THE USE OF THE APPLICATION IS AT YOUR SOLE RISK. THE APPLICATION, PAIBOX MATERIALS, USER CONTENT AND NON-PAIBOX CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

d. APPLICATION OPERATION AND NON-PAIBOX CONTENT. PAIBOX DOES NOT WARRANT THAT THE PAIBOX MATERIALS, USER CONTENT, NON-PAIBOX CONTENT, APPLICATION, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE APPLICATION WILL BE UNINTERRUPTED, OR FREE OF ERRORS, HACKING, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

e. LOSS OF CONTENT AND DATA. If your account or any Services are cancelled (whether at your request or at PaiBox’s discretion, including, but not limited to, if you or PaiBox decommissions your account for any reason or if you fail to timely make any required payment), it may cause or result in the loss of certain content, features, or capacity of your account, including any User Content or other usage data retained therein (“Content Loss”). PaiBox shall not be liable in any way for such Content Loss, if any, or for saving a backup of your account or User Content. Please also note that additional fees may apply to the reactivation of an account and/or any PaiBox Services following their cancellation, as determined by PaiBox in its sole discretion.

f. ACCURACY. PAIBOX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APPLICATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

g. HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE APPLICATION IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA.

h. PAIBOX MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE COMPATIBILITY OF ANY DEVICE WITH OUR SERVICES. Additional disclaimers or limitations of liability may be contained in the various software end license agreements you have agreed to by using our Services.

19. LIMITATION OF LIABILITY AND DAMAGES.

a. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PAIBOX OR ITS THIRD PARTY COLLABORATORS, LICENSORS OR SUPPLIERS, BE LIABLE FOR PERSONAL INJURY OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ENHANCED, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE, THE PAIBOX MATERIALS AND USER CONTENT ON THE APPLICATION, THE APPLICATION ITSELF, OR ANY OTHER INTERACTIONS WITH PAIBOX, EVEN IF PAIBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. LIMITATION OF DAMAGES. IN NO EVENT SHALL PAIBOX OR ITS THIRD-PARTY COLLABORATORS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE APPLICATION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS (USD $100).

20. LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN.

a. LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

b. BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT PAIBOX HAS OFFERED ITS SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PAIBOX, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PAIBOX. YOU ACKNOWLEDGE AND AGREE THAT PAIBOX WOULD NOT BE ABLE TO PROVIDE THE APPLICATION TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

21. Pricing; Payment; Intent to be Bound. Please carefully read all pricing terms that allow you to purchase our Services. You acknowledge that entering a transaction electronically (including without limitation all records relating to such transactions) constitutes your agreement and intent to be bound by and to pay for such agreements and transactions. We are not responsible for typographic errors. You agree to pay all fees and applicable taxes incurred by you or anyone on behalf of you. We may revise the pricing for Services offered through the Application at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. EXCEPT AS OTHERWISE SET FORTH IN ANY REFUND POLICY APPLICABLE TO OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR OUR SERVICES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES. We reserve the right to refuse any order you place with us. We may, at our sole discretion, limit or cancel orders placed by a person, per household or per order.

22. Discontinuation of the Services. We may, in our sole discretion and without liability to you, with or without prior notice and at any time, discontinue the Services, temporarily or permanently. For individual subscribers, a prorated refund will be issued based on the time remaining in your subscription within sixty (60) days of our notice to discontinue the Services.

23. Enterprise Subscribers. For refunds and discontinuations, please refer to your individual sales contracts.

24. Export. You may not use or otherwise export or re-export any aspect of the Application or Services except as authorized by United States law and the laws of the jurisdiction in which the Services were delivered. In particular, but without limitation, the Application and Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Application or Services for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of weapons.

25. Digital Millennium Copyright Act (“DMCA”) Compliance.

a. Infringement Claims. If you are a copyright owner or an agent thereof, and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) 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 (vi) 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.

Our designated Copyright Agent to receive notifications of claimed infringement is:

FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC INFORMATION ABOUT WHERE INFRINGING CONTENT MAY BE FOUND, WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR DMCA NOTIFICATION AND MAY RESULT IN YOUR HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS.

b. Notice and Takedown. If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below. We may, at our discretion, deny access to the Application by, or disable and/or terminate the accounts of, users who may be infringers.

c. Copyright Counter-Notices. If content you posted on the Application was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows: To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified below. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

d. Elements of Counter-Notification. To expedite our ability to process your counter-notification, please use the following format (including section numbers):

e. Counter-Notification Processing. After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your identifying information set forth in the counter-notification. By submitting a counter-notification, you consent to having such identifying information revealed in this way. We will not forward the counter-notification to any party other than the original claimant. After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Application. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).

f. Foreign Counter-Notification. If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for users who are infringers. If you are not sure whether content you posted on the Application is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of New York.

g. Disclaimer. WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.

26. Legal Compliance: You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

27. Third Party Terms of Agreement: You must comply with applicable third-party terms of agreement when using the Application, such as those of your internet provider.

28. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.

29. Jurisdiction; Waiver of Jury Trial. You agree that any action at law or in equity arising out of or relating to this Agreement or the Application shall be filed only in the state or federal courts in and for New York County, State of New York and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action. You agree that you will not file or participate in a class action against us. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT, YOUR USE OF THE APPLICATION OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

30. Claims. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE APPLICATION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If, for any reason, we believe, have reason to believe, suspect or are notified of any act, omission or circumstances which may or could (a) compromise or endanger the health, well-being or safety of any person; (b) cause or lead to damage to persons or property (tangible or intangible); (c) adversely affect, infringe upon or misappropriate the rights of others; (d) harass or interfere with any other user or person, firm or enterprise; (e) interfere with or bypass our security or other protective measures applicable to our systems, networks and communications capabilities; (f) breach or violate this Agreement; or (g) violate any law or regulation, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under this Agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law.

31. Class Action Waiver. You shall not have the right to bring any claim against PaiBox as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others). All disputes between user and PaiBox shall be resolved on an individual basis.

32. Waiver. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of PaiBox to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

33. Severability. If any provision of this Agreement is or becomes unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

34. Assignment. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PaiBox without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.

35. Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

36. Entire Agreement. This is the entire agreement between you and PaiBox relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with PaiBox. This Agreement shall not be modified except in writing, signed by both parties, or by a change to this Agreement made by PaiBox. All rights not expressly granted in this Agreement are reserved to us.