Expert Network Terms of Service

This Membership Terms of Use and Agreement (this “Agreement”) is a legal agreement entered into between You (“You” or “Your”) and Landbase, Inc., a Delaware corporation (“We” or the “Company”), which is the owner and/or operator of the Landbase expert network (the “Community”), the closed site www.b2binsurance.co and the related websites and applications for the Community (collectively the “Sites”). This Agreement along with the Policies (as defined below) states the terms and conditions that govern Your membership in the Community and Your use of the Sites.

Any notices permitted or required to be provided by this Agreement must be sent to privacy@landbase.com. You may also reach us at legal@landbase.com. The foregoing address and telephone number are referred herein collectively as the “Community Contact.” All Policies pertaining to the Sites may be found at www.landbaseexperts.com/policies (the “Policies Site”).

BEFORE USING/ACCESSING THE SITES OR ANY OTHER FEATURE OF MEMBERSHIP IN THE COMMUNITY, PLEASE CAREFULLY READ THE FOLLOWING, BECAUSE THIS AGREEMENT GOVERNS YOUR MEMBERSHIP AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

Your membership in the Community, as well as Your use of the Sites and Your use/access to the Member Benefits or any other features of membership in the Community is contingent upon Your fulfillment of all requirements for the membership application process, the Company’s acceptance of You as a Member (as defined herein) of the Community, which acceptance will be in the Company’s sole discretion, the payment of applicable membership fees required for membership, and Your continued compliance with this Agreement and any other existing or subsequently issued policies with respect to Your membership in the Community (collectively, the “Policies”).

Section 1. MODIFICATION OF THIS AGREEMENT

The Company may, in its sole discretion, change or modify this Agreement, the Member Benefits, or the Policies at any time and from time to time without notice. If the Company does change this Agreement, a notice of the changes will be posted on the Policies Site and will indicate the effective date of each new version of this Agreement along with a list of the affected sections which were changed or modified. The changes or modifications of this Agreement will be effective immediately upon posting them unless otherwise provided in writing. In addition, the Company may, but does not have an obligation, to notify You of changes or modifications to this Agreement by email to Your email address listed in connection with Your account.

Section 2. MEMBERSHIP ELIGIBILITY

2.1 Eligibility. The Member Benefits and use of the Sites are available only to Members who possess the legal right, capacity and ability to enter into this Agreement. By accessing or using the Site Member Benefits, You represent and warrant that You are (a) a Member in good standing of the Community; (b) at least eighteen (18) years of age (or older if otherwise provided herein); (c) otherwise recognized as being able to form legally binding contracts under applicable law; (d) are not a person barred from purchasing or receiving any of the Member Benefits under the laws of the United States; and (e) located in the United States.

2.2 Application for Membership. The Community is comprised of persons chosen from a selective application process and approved for membership by the Company in its sole discretion. In order to qualify for consideration as a Member of the Community, You must (a) meet the age and other membership criteria of the Community; (b) submit an application for membership (the “Application”) and pay all required fees, if any; (c) submit to any background checks and answer due diligence questions truthfully and honestly; and (d) have such other qualifications for membership in the Community as set forth in the Community Terms or as required by the Company in its sole discretion.

Section 3. MEMBER TERM, TERMINATION, AND MEMBERSHIP FEE

3.1 Membership Term: A membership shall be effective upon the later of (a) the acceptance by the Company of Your Application as set forth above, or (b) receipt by the Company of applicable membership fees, and shall continue for an initial term which is indicated on your membership application (“Initial Membership Term”). Upon the expiration of the Initial Membership Term, the membership shall automatically renew for consecutive periods which are the same term as the Initial Membership Term (each a “Renewal Term”) unless either You or the Company terminate the Renewal Term by written notice no later than fifteen (15) days after the commencement of that Renewal Term.

3.2 Termination: Notwithstanding the foregoing, the Company may terminate Your membership in the Community and this Agreement immediately on notice in the event You violate this Agreement or any of the Policies.

3.3 Membership Fee: You agree to pay the then-current membership fee for each year of the Term in which You are a Member (the “Membership Fee”). The Membership Fee associated with Your membership does not guarantee any benefits or results in connection with Your membership and, except as provided hereunder. All fees for Member Benefits are non-refundable unless otherwise noted, even if Your access or use of the Sites or Member Benefits are suspended, terminated, or transferred prior to the end of the annual period.

3.4 Unless as otherwise set forth in the Community Terms, the Membership Fee shall be due in full upon the commencement of the Initial Membership Term and upon the commencement of each Renewal Term. You shall provide a valid credit card to be stored on file in order to pay the Membership Fee and for any fee in connection with the Member Benefits which You choose to purchase or exercise (“Payment Method”). You hereby authorize the Company to charge Your Payment Method for the Membership Fee and any fees or charges related to the Member Benefits when due without additional notice.

Section 4. TRANSFER OF MEMBERSHIP

4.1 Your membership, use of the Sites, Member Benefits You acquire pursuant to this Agreement are for Your benefit alone. No other individual or corporate entity acquires any interest in Your membership, use of the Sites, or any Member Benefits whether or not You entered into this Agreement or obtained membership with or without its authority or on its behalf. Your membership is personal to You and not the property of Your employer or your company, even if Your employer or company pays for the membership on Your behalf. Therefore, if Your employment status changes or if You transfer employers, Your membership in the Community will not be affected, regardless if a third party paid any fees associated with Your membership. Additionally, if Your contact information or employment status changes during the Term of Your membership, You must notify the Company of such change.

4.2 Your membership is not transferable, except in limited circumstances, the Company may, in its sole and absolute discretion, transfer Your membership, use of the Sites, or any Member Benefits to another individual, but is in no event obligated or required to do so.

Section 5. ACCOUNT INFORMATION

5.1 Account Information Generally. In order to access the Member Benefits and some features of the Sites, You will be required to create a profile or account, which shall include, but not be limited to, Your username, password, contact information (including personal mailing and/or personal email address), as well as Payment Method (“Account Information”). You represent and warrant to the Company that all information You submit when You create Your profile or account is current, accurate, complete, and that You will keep Your Account Information current, accurate and complete and notify the Company of any changes to your Account Information.

5.2 Privacy Policy. Your submission of personal information through the Sites and use by the Company thereof is governed by the Company’s privacy policy, which can be reviewed on the Polices Site (the “Privacy Policy”).

Section 6. AVAILABILITY OF THE SITES AND MEMBER BENEFITS

We shall use commercially reasonable efforts to provide uninterrupted access to the Sites and Member Benefits each and every day. the Company reserves the right to modify, change, or discontinue any aspect of membership in the Community at any time.

Section 7. MEMBER CODE OF CONDUCT

7.1 Your membership in the Community as well as Your use of the Member Benefits and the Sites are subject to and must comply with, the Community Terms, including this Agreement, and additionally the following (the “Member Code of Conduct”). Your use of the Sites: (a) will comply with all terms of this Agreement and the Policies; (b) will comply with all applicable local, state, and federal laws, rules and regulations; (c) will not be utilized for any illegal purposes or promotion or encouragement of any illegal activity, including, but not limited to, any acts of terrorism, violence against people or property; (d) will not be used for any libelous, defamatory, unlawful, illegal, pornographic, indecent, offensive, obscene, bigoted, hateful or discriminatory purposes; (e) will not infringe the intellectual property or other right of any person or entity or otherwise violate any privacy or publicity rights or impersonate any other person; (f) will not be in a manner which infringes any duty of confidentiality that You owe to another person or entity; (g) will not be used for anti-social, disruptive, or illegal purposes including but not limited to “spamming”, “trolling”, “flooding”, “bullying” or otherwise to harvest (or permit anyone else to harvest) any content contained on the Sites or any non-public or personally identifiable information about another user or entity; (h) will not include any direct or indirect, general or open, solicitations of other Members for the purposes of selling products or services or seeking employment, investment or other business opportunities; (i) will not interfere with the operation of the Sites or the Member Benefits or otherwise introduce any viruses, worms, bugs, “Trojan Horses” or other codes or programs designed to, or capable of disrupting, damaging or limiting the functionality of any software or hardware; (j) will not be used for the purposes of producing false, deceptive or unsubstantiated or comparative claims about the Community, Member Benefits, or the Marketplace Providers; (k) will not be used with the intention to or be reasonably expected to harass, demean or negatively affect the personal or professional reputation of the Community or any other Member.

7.2 Additionally, as part of the Member Code of Conduct, You: (l) will refrain from sharing Your passwords for use of the Sites; (m) will at all times reflect positively on the Community and You will not take any action which will in the Company’s sole opinion reflect negatively on the Company and the Community; (n) will not, nor induce any third party to, attempt to disable or circumvent any security mechanisms used by the Company or otherwise attempt to gain unauthorized access to any portion of the Sites or to any Member Benefit for which You have not subscribed, or to any other systems or networks connected to the Sites, or to any server of the Company or its third party service providers, by hacking, password “mining,” or any other illegal means; (o) will not, nor induce any third party to, use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Sites or any Member Benefits; (p) will not, nor induce any third party to, use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Sites or with any other person’s use of the Sites; (q) will not, nor induce any third party to, track or seek to trace any information on any other person who visits the Sites; (r) will not, nor induce any third party to, use the Sites in any connection with any illegal purpose under state or federal law; (s) will not, nor induce any third party to, copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise apply to the Sites, Member Content, the Company Content, Member Benefits; (t) will not publish or reproduce any screenshots which include any personally identifying information of any the Company representative or employee; (u) will not publish, reproduce or describe the contents of any communications from the Company, including, but not limited to any descriptions or content describing the Member Benefits,, or anything related to membership; (v) will not use the Sites for the purposes of developing or operating a product or service which is competitive with the Company or otherwise with the intent to solicit Members or otherwise encourage Members to discontinue their use of the membership.

7.3 You represent and warrant that (a) You are liable for any and all uses of the Sites or Member Benefits utilizing Your Account Information; (b) You will not copy or distribute in any medium any part of the Sites, including but not limited to the Company Content (as defined below) except where expressly authorized by the Company; (c) You will not re-sell, provide any part or portion of, or otherwise advertise access to the Community or Members, the Member Benefits to third parties for a fee or otherwise to compete with the Company, including, but not limited, offering to include a third party’s services, products or links in Member Content, to positively portray a third party’s products or services for a fee; and (d) You agree not to circumvent, disable or otherwise interfere with the security-related features of the Sites, including without limitation those features that prevent or restrict use or copying of any content or enforce limitations on the use of the Sites.

7.4  The Company does not guarantee that other Members are or will be complying with the Member Code of Conduct or any other portion of the Policies, and Your use of the Sites and Member Benefits or are at Your own risk. Should You have a good faith belief that any Member is engaged in any activity which violates the Member Code of Conduct, We encourage You to contact the Community Contact and in the subject line, please type “Member Code Of Conduct”.

7.5 In addition to any and all other remedies at law, the Company may suspend or terminate Your membership at any time in the event that the Company believes in its sole discretion that You have violated the Member Code of Conduct, including during interactions with the Company, with other Members, or with third parties.

Section 8. USE OF COMPANY CONTENT AND MEMBER CONTENT

8.1 Member Content. Some of the features of the Sites, Member Benefits, or may allow users to submit, post, publish, share, store, or manage certain text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works or other materials (“Member Content”). Any and all materials or content submitted through Your account or using Your Account Information shall be considered Member Content. By posting or publishing Member Content to the Sites, or otherwise making such Member Content publicly available in connection with the Member Benefits, You represent and warrant to the Company that (a) submission of Member Content is entirely voluntary; (b) You have all necessary rights to distribute Member Content via the Sites or otherwise as publicly published, either because You are the sole author of the Member Content and have the right to distribute the same, or because You have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owners of the Member Content without any restriction; (c) the Member Content is original and not previously published in any form; (d) the Member Content will not knowingly contain any untrue statements or material that is deceptive, fraudulent or intentionally misleading, and all statements in the Member Content which are asserted as facts are true and based upon reasonable research for accuracy; (e) the Member Content does not violate any rights of privacy or infringe upon any statutory or common law copyright or otherwise violate the rights of any third party or any applicable law or regulation; and (f) the posting or publishing of the Member Content shall not violate the Member Code of Conduct as provided herein. You shall indemnify the Company and hold the Company harmless against any liability, cost or expense, including reasonable attorneys’ fees, incurred as a result of any breach of the foregoing representations or warranties. For the purposes of this Section, any public communications between You and another Member using the Sites shall be deemed to be Member Content and shall not be reproduced, republished or otherwise utilized by You in contravention to this Section or the Member Code of Conduct. If You use third party content in the Member Content, it is Your responsibility, at your expense, to obtain all approvals, consents, licenses, or otherwise clear the third party content in the Member Content. If such third party content is not cleared, You shall not use it in the Member Content. Notwithstanding, the Company has no obligation to remove any published Member Content, except in its sole and absolute discretion.

8.2 In order to publish Member Content to certain third-party websites or other media channels, You may be required to comply with additional guidelines or approvals and/or execute additional or acknowledge additional terms or agreements with such third party.

8.3 Further, if You submit, post, or publish Member Content, it is at Your own risk, and that You shall be solely responsible for any liability related thereto and further that the Company reserves the right, in its sole discretion, to: (a) review, edit, remove or refuse to post any Member Content for any or no reason; (b) take any action with respect to any Member Content that We deem necessary or appropriate, including if We believe that such Member Content violates these Terms, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of other Members, users of the Sites or the public or could create liability for the Company; (c) disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including but not limited to their intellectual property rights or their right to privacy; (d) take appropriate legal action, including, without limitation, referral to law enforcement; (e) terminate or suspend Your access to all or part of the Sites or Member Benefits for any or no reason, including without limitation, any violation of these terms or the Policies.

8.4 Without limiting the foregoing, the Company has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Sites. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITY.

8.5 You agree to cooperate in the defense of any legal action brought against the Company arising from the publication of the Member Content and You agree to retain all notes, drafts, and copies relating to the Member Content for three (3) years after publication.

8.6 Unsolicited Materials: In order to avoid the possibility of any future misunderstandings in connection with any products, services, projects or creative ideas which the Company or its licensors may develop, which may be similar to a third party’s creative materials, it is the Company’s long-standing policy to not allow, accept or consider creative ideas, proposals, suggestions or other materials which the Company does not request from You in writing (“Unsolicited Materials”). Therefore, We request that You do not provide any Unsolicited Materials in the Member Content or in any other manner to the Company in connection with Your membership or otherwise. Any Member Content shall not be made in confidence or with an obligation to review or provide any consideration or compensation. the Company and its licensors are constantly developing products, programs or services and that the development and exploitation thereof shall not entitle You to any compensation of any sort, regardless of the similarity to any Unsolicited Materials. Notwithstanding the foregoing, You agree that any Unsolicited Materials that You submit to the Company shall automatically become the property of the Company, without any compensation, accreditation or notice to You, that the Company may use or redistribute any submission of Unsolicited Materials either in the form which You submit them or in an altered form, that the Company has no obligation to keep any submitted Unsolicited Materials, and that, to the extent that the Unsolicited Materials are subject to a confidentiality agreement with any third party, that by submitting Unsolicited Materials to the Company, You may violate such confidentiality agreement, that the Company is not bound thereby, and that You will indemnify, hold harmless, and defend the Company from any third party legal action arising from Your disclosure of the Unsolicited Materials and/or the Company’s subsequent unrestricted right to use the Unsolicited Materials.

8.7 License in Member Content: By posting or publishing Member Content to the Sites, or to any sites in connection with Media and Personal Brand Building, the Community Knowledge Platform, or any other Member Benefit that allows publication of content, You hereby grant the Company and its licensees a perpetual worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, modify, and perform Your Member Content in connection with the Sites or otherwise as the Company determines in its sole discretion in any medium or manner without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to You or any third party. The above licenses granted by You in Your Member Content are perpetual and irrevocable and shall continue whether or not You are still a Member of the Community, and neither the Company nor any media platform to which it publishes shall be required to remove such Member Content upon a Member request or liable for the refusal or failure to do so. Notwithstanding anything to the contrary contained herein, the Company shall not use any Member Content that has been explicitly marked or designed in writing as “private” or “password protected”. Except as set forth in the preceding sentence, any other Member Content may be used, reproduced, displayed, modified, deleted, added to, adapted, and published by company for its own use.

8.8 The Company Content. Except for Member Content, the content on the Sites and in connection with the Member Benefits, including without limitation text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works interactive features and the trademarks, service marks and logos contained therein (“the Company Content”), are owned by or licensed to the Company, and are subject to copyright, trademark, and/or patent protection in the United States, and other intellectual property rights under United States laws. the Company Content is provided to You “as is”, “as available” and “with all faults” for Your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of the Company. The Company Content shall be provided for informational and aesthetic purposes only. We do not warrant the accuracy, completeness or usefulness of the Company Content. Any reliance You place on the Company Content is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on the Company Content by You or any other visitor to the Sites, or by anyone who may be informed of any of the Sites’ contents. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. the Company reserves all rights not granted in and to the Company Content, and Your membership in the Community and this Agreement do not transfer ownership of any of these rights.

8.9 Use of Member Content in Native Advertisements. COMPANY MAY, IN ITS SOLE DISCRETION, CAUSE ANY MEMBER CONTENT TO BE PUBLISHED AS “NATIVE ADVERTISEMENTS” UPON THIRD-PARTY WEBSITES AND/OR THE SITES, AND ACCORDINGLY MEMBER CONTENT SHALL NOT CONTAIN ANY ENDORSEMENT, ADVERTISEMENT, PROMOTION, RECOMMENDATION OR TESTIMONIAL IN CONNECTION WITH ANY BRAND, PRODUCT OR SERVICE UNLESS IT CONTAINS ALL DISCLOSURES REQUIRED BY RELEVANT GOVERNMENT REGULATORY AUTHORITIES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO SECTION 5 OF THE FEDERAL TRADE COMMISSION ACT, PART 255 OF THE FEDERAL TRADE COMMISSION GUIDES AND TRADE PRACTICE RULES, AND STATE UNFAIR AND DECEPTIVE ACTS AND PRACTICES LAWS. SUCH REQUIRED DISCLOSURES INCLUDE, BUT ARE NOT LIMITED TO (A) WHETHER YOU OR ANY OF YOUR RELATIVES, AFFILIATES, OR COMPANIES IN WHICH YOU HOLD GREATER THAN A 25% INTEREST HAVE RECEIVED OR WILL RECEIVE COMPENSATION, FREE OR DISCOUNTED PRODUCTS OR SERVICES, OR ANY OTHER CONSIDERATION FOR THE PUBLICATION OF MEMBER CONTENT, AND (B) IF YOU HAVE ANY OTHER MATERIAL RELATIONSHIP IN CONNECTION WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN SUCH CONTENT. IN ADDITION, YOU MUST NOTIFY COMPANY AT THE TIME OF SUBMISSION OF ANY MATERIAL CONNECTION YOU HAVE WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN ANY SUBMITTED MEMBER CONTENT.

Section 9. MONITORING OF CONTENT

The Company generally does not pre-screen Member Content. However, the Company reserves the right (but undertakes no duty) to do so and decide whether any item of Member Content is appropriate and/or complies with this Agreement or the Policies. The Company may with or without notice, in its sole discretion, remove any item of Member Content and/or terminate a Member’s access to the Sites or a Member’s membership in the Community for posting or publishing any material in violation of this Agreement or the Policies. The Company may also terminate or suspend a Member’s access to the Sites or its membership in the Community if the Company has reason to believe the Member has repeatedly violated this Agreement. If the Company terminates or suspends Your membership or access to the Sites or Member Benefits, the Company may, in its sole discretion, remove and destroy any data and files stored by You on its servers.

Section 10. ADDITIONAL RESERVATION OF RIGHTS

The Company reserves the right to deny, cancel, terminate, suspend, lock, or modify access to the Sites or control of any account or Member Benefits for any reason as determined by the Company in its sole discretion, including, but not limited to, the following: (a) to correct mistakes made by the Company in offering or delivering any Member Benefits, (b) to assist with our fraud and abuse detection and prevention efforts, (c) to comply with court orders against You or other Members and applicable local, state, and federal laws, rules and regulations, (d) to comply with requests of law enforcement, including subpoena requests, (e) to comply with any dispute resolution process, (f) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (g) to avoid any civil or criminal liability on the part of the Company, its officers, directors, employees, licensors or partners, including, but not limited to, instances where You have sued or threatened to sue the Company or its licensors; or (h) if the Company has reason to believe that any account is being used or intended to be used for a reason which would violate the Member Code of Conduct. the Company reserves the right to terminate, without advance notice to You, any and all Member Benefits or Your membership in the Community where, in the Company’s sole discretion, You are harassing or threatening the Company, and/or any of its employees, contractors, licensors or other Members or otherwise violating any terms of this Agreement without refund of any portion of Your Annual Membership Fee.

Section 11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Sites and Member Benefits and their entire contents, features and functionality, including, but not limited to, all information, software, text, displays, images, video and audio, and the design selection and arrangement thereof, are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

11.2 Your membership permits You to use the Sites and Member Benefits for Your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Sites, except as follows:

11.3 Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials. You may store files that are automatically cached by Your web browser for display enhancement purposes. You may print or download one copy of a reasonable number of pages of the Sites for Your own personal, non-commercial use and not for further reproduction, publication or distribution. If We provide desktop, mobile or other applications for download, You may download a single copy to Your computer or mobile device solely for Your own personal, non-commercial use, provided You agree to be bound by any end-user license agreement for such applications as applicable.

11.4 You must not: Modify copies of any materials from the Sites. Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text as originally published on the Sites. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.

11.5 The Company and Community name, trademarks, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company and/or its licensors. You must not use, in any way, including but not limited to reproducing, printing, modifying, downloading, “sharing,” copying, transmitting, or otherwise giving access to such marks without the prior written permission of the Company, which may be withheld in the Company’s sole discretion, except as provided herein.

Section 12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR MEMBERSHIP IN THE COMMUNITY, USE OF THE SITES AND THE MEMBER FEATURES ARE AT YOUR OWN RISK AND THAT THE SITES, AND MEMBER FEATURES FOUND AT THE SITES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. COMPANY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES; OR (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY THIRD-PARTY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES.

Section 13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY THIRD-PARTY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (C) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (D) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (E) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (F) ANY INTERRUPTION OR CESSATION OF THE SITES OR MEMBER BENEFITS, (G) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE SITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (H) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, (I) TERMINATION OF YOUR MEMBERSHIP BASED ON A VIOLATION OF THIS AGREEMENT AS DETERMINED BY COMPANY IN ITS SOLE DISCRETION, AND/OR (J) ANY LOSS OR DAMAGE OF ANY KIND INCURRED BY YOU AS A RESULT OF YOUR USE OF THE SITES OR THE MEMBER BENEFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 14. INDEMNITY

You agree to protect, defend, indemnify and hold the Company and its parents, subsidiaries, affiliates, related companies and their officers, directors, members, managers, employees, agents, successors and assigns harmless from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature imposed upon or incurred by the Company directly or indirectly arising from (a) Your use of and access to the Sites or the Member Benefits; and/or (b) Your violation of any provision of this Agreement or the Policies. The indemnification obligations under this Section shall survive any termination or expiration of this Agreement or Your use of the Sites or the Member Benefits.

Section 15. GOVERNING LAW AND JURISDICTION

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and the Policies and any claim or dispute that has arisen or may arise between You and the Company.

Section 16. ENTIRE AGREEMENT

This Agreement and the Policies constitute the sole and entire agreement between You and the Company with respect to Your membership the Site and any services thereon and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Sites and any services thereon.

Section 17. CONTACT INFORMATION

If You have any questions regarding the use of the Sites, this Agreement, Your membership, the Policies, or any other questions, please feel free to contact the Community Contact.

Section 18. ELECTRONIC COMMUNICATIONS

Whenever You visit the Sites or send emails to the Company, You are communicating with the Company electronically. For that reason, You also consent to receive communications from the Company electronically. the Company will communicate with You by email at the email address which You provide when You apply to become a Member, or through notices on Your dashboard on the Sites. You agree that all agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.