Terms of Use

These Terms of Use (these “Terms”) form a binding agreement between you (“User” or “you”) and Andros Technologies Inc. (“we,” “us,” “our,” the “Company,” or “Andros”). Among other things, these Terms:

• Outline your legal rights and explain the rights you give us when you access or otherwise use: (a) the Andros online or mobile application platform (the “Platform”), the Andros website located at https://andros.co (or its successor website) (the “Website”), Andros mobile applications (the “Apps” and collectively with the Platform and Website, the “Andros Properties”), (b) any of the services offered by Andros (the “Andros Services”) or our third-party service vendors or their subcontractors or affiliates (our “Service Vendors”) and accessible by you within the Platform, Website or Apps (“Vendor Properties”) including all associated features and functionalities, software applications, websites and user interfaces associated with the Andros Services or Vendor Properties, and (c) all content accessible within or otherwise associated with the foregoing ((a), (b) and (c), collectively, the “Services”);
• Describe the rules every User needs to follow when accessing the Services; and
• Contain a class action waiver and an agreement to resolve disputes that may arise by arbitration.

Please note that certain aspects of your use of the Services may be governed by additional agreements. Before you use any such Services governed by additional agreements, you may be presented with additional terms, in which case you will have an opportunity to agree to the additional terms. Some of those additional terms may be listed on the Website or the websites of our third-party Service Vendors. Together these Terms and any additional terms presented by Andros to you are collectively the “Agreement”. The Agreement constitutes the entire agreement and understanding between you and Andros with respect to the Services, and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to Services. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail as related to the relevant Services only. These Terms do not apply to third-party sites, apps or Services to which we provide access through Andros Properties. These third-party sites, apps or Services set their terms and privacy policies independent of us. We encourage you to review the terms and privacy policies of these sites and applications before you access, enroll in, or use them.

We may revise and update these Terms in our sole discretion and will post any updates to the Terms on the Website.  Your continued use of the Services means that you accept and agree to the updated Terms. You may opt in to receive email notification of any updated Terms.

Andros may collect, store, process and use personal information collected from you in accordance with our Privacy Policy available on our Website.

BY ACCESSING THE SERVICES IN ANY CAPACITY, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE AGREEMENT; AND (B) ACCEPT THE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR THE OTHER APPLICABLE TERMS OF THE AGREEMENT, YOU ARE PROHIBITED FROM ACCESSING THE SERVICES IN ANY CAPACITY AND ANY LICENSES RELATED THERETO SHALL IMMEDIATELY TERMINATE.

If you are accessing Services as an authorized User of one of Andros’ clients (our “Clients”), then to the extent that the Agreement conflicts with the agreement between such Client and Andros (the “Client Agreement”), then that Client Agreement shall control.

1. Rights; Limitations.

Limited Usage Rights. Subject to the terms of the Agreement, Andros grants you a limited, revocable, non-exclusive, and non-transferable right to access and otherwise use the Services for your non-commercial purposes. To the extent you access any Services on a mobile device owned or otherwise controlled by you (each, a “Mobile Device”), your use must strictly follow any associated Mobile Device documentation.

Andros reserves the right to terminate these limited rights at any time and for any reason, with or without notice to you.

Authorized Users; Separate License. If you are accessing Services as an authorized User of a Client, then you represent and warrant that you have such Client’s proper authorization to access the Services on Client’s behalf, and the granted license to use the Services is governed by the applicable Client Agreement. If you do not have such authorization or there is no existing Client Agreement, then you have no right to access or use the Services.

Limitations and Restrictions on Use. In addition to any other restrictions included in this Agreement or the Client Agreement, you shall not:

• copy the Services or any of its content, except as expressly permitted by the applicable license;
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services, or any parts thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time; or
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.

No Use of Services by Children. You acknowledge that the Services are not intended for use by children under the age of eighteen (18) years old. Children under the age of eighteen (18) years old are prohibited from using the Services.

Security. When you use the Services, it is your sole responsibility to restrict access to your computer and to maintain the confidentiality of your account information, password and any other account identifiers related to any personal account you create. You also agree to accept responsibility for all activity that occurs under your account. You should take all necessary steps to protect your computer systems and data from viruses, hackers, identity thieves and other similar problems.

2. Consent to Communications.

When you use the Services, or send e-mails, messages, and other communications from your desktop or Mobile Device to us, you are communicating with us electronically. You consent to receive electronic communications from us and, if applicable, our Service Vendors. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. We and our Service Vendors may contact you by telephone, mail, or email to verify your account information. We and our Service Vendors may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Services until you provide the information to us as requested.

3. Intellectual Property.

Andros and its Service Providers expressly reserve all intellectual property rights in the Services. You further acknowledge that nothing in this Agreement shall constitute an assignment or other transfer of rights in the Services to you. As between you and us, you acknowledge that we are the sole and exclusive owner of the Services, provided that all rights associated with the Vendor Properties that is included in the Services, including without limitation all copyrights, patents, and trade secrets, shall remain the sole and exclusive property of the respective Service Vendor.

You acknowledge that we are the owner of various trademarks that appear on or in the Services and as we may adopt and display in the future (collectively, the “Company Trademarks”). In addition, you acknowledge that the Services may include trademarks of third parties, including one or more of our Service Vendors, and that such third parties are the owners of such trademarks (collectively, the “Third-Party Trademarks”). You may not use any of the Company Trademarks without our express written permission (which may be withheld). Under no circumstances shall you adopt or use any trademarks that are confusingly similar to any of the Company Trademarks or the Third-Party Trademarks. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company Trademarks or Third-Party Trademarks displayed on the Andros Properties or through the Services, without our, or an applicable third party’s, prior written permission in each instance. All goodwill generated from the use of the Company Trademarks will inure to Andros’s exclusive benefit.

4. User Content on the Andros Properties

To the extent portions of the Services allow you to upload or otherwise post content on the Andros Properties (“User Content”), you may not post User Content that:

• Violates any copyright, trademark rights, patent rights, rights in know-how, privacy or publicity rights, trade secret rights, confidentiality rights, contract rights, or other rights of any individual or legal entity;
• Is harmful; hateful; threatening; abusive; harassing; defamatory or libelous; sexually explicit, vulgar, lewd, obscene, or pornographic; racially, ethnically, or otherwise objectionable or offensive; inappropriate; or inflammatory;
• You know (or reasonably should know) is false, deceptive, or misleading;
• Contains information that could be used for identity theft purposes, such as social security numbers, credit card, bank account, or other financial information, driver’s license numbers, security codes, or passwords;
• Links to materials or other content, directly or indirectly, to which you do not have a right to link or that violates these restrictions; or
• Violates any applicable local, state, national, or international law.

By posting User Content on the Services, you are granting us and the applicable Service Vendors a non–exclusive, worldwide, full paid–up and royalty–free, fully assignable, transferable, and sub-licensable license to use, copy, perform and display publicly, distribute, and prepare derivative works based on User Content, in whole or in part, throughout the world in any form, format, or medium now or hereafter known, subject to applicable laws. By posting User Content on the Services, you represent and warrant that the posting of your User Content does not violate these Terms or applicable laws.

We do not and shall not have any obligation to review User Content, and therefore we do not guarantee the accuracy, integrity, or quality of User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Content will not appear on the Services. We do, however, reserve the right to review any or all User Content in our sole discretion. In addition, we reserve the right to alter, edit, or remove any User Content, in whole or in part, at our sole discretion.

UNDER NO CIRCUMSTANCES SHALL WE OR OUR SERVICE VENDORS BE LIABLE IN ANY WAY FOR ANY USER CONTENT UPLOADED ON OR MADE AVAILABLE THROUGH THE SERVICES. We do not control, have no obligation to monitor, and are not responsible for what Users upload, and are not responsible for any offensive, inappropriate, obscene, unlawful, infringing, or otherwise objectionable or illegal User Content.

5. Updates.

We and/or our Service Vendors may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, new features, or a replacement of prior Services due to a replacement of Service Vendors (collectively, including related documentation, “Updates”). Updates may also modify, replace or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

Based on your device settings, when your device is connected to the internet either: (a) an App or other downloadable software may automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that Apps or other downloadable software, or portions thereof, may not properly operate should you fail to do so.

You further agree that all Updates will be deemed part of the respective Services and be subject to all terms and conditions of this Agreement.

6. Third-Party Materials.

The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (collectively, “Third-Party Materials”). You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

THE SERVICES MAY PROVIDE WAYS FOR YOU TO IDENTIFY OTHER THIRD-PARTY SOLUTIONS OR ADD THIRD-PARTY MATERIALS OF THIRD-PARTY OWNERS who may or may not endorse or be affiliated with or connected to Andros.  UNLESS OTHERWISE INDICATED IN THE SERVICES, ALL REFERENCES TO THIRD PARTIES IN THE SERVICES (I.E., ANY PARTY OTHER THAN YOU AND ANDROS) ARE FOR IDENTIFICATION PURPOSES ONLY AND DO NOT IMPLY ANY ENDORSEMENT OR SPONSORSHIP OF, OR ANY AFFILIATION WITH, THE SERVICES OR ANDROS. ALL INTELLECTUAL PROPERTY NOT OWNED BY ANDROS (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY TRADEMARKS, TRADE NAMES, LOGOS, AND DOMAIN NAMES) IS THE PROPERTY OF THEIR RESPECTIVE OWNERS. USE OF SUCH INTELLECTUAL PROPERTY DOES NOT IMPLY ANY ENDORSEMENT, SPONSORSHIP OR AFFILIATION WITH ANDROS.

7. Termination; Survival.

Termination. The term of Agreement commences when you access the Services and will continue in effect until terminated by us or as set forth in this Section. We reserve the right to terminate this Agreement at any time and without prior notice to you. In addition, the license granted to you will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or, if your access is made available to you through one of our Clients, if the applicable Client Agreement or Client authorization with respect to your access terminates.

Upon termination, all rights granted to you under this Agreement will also terminate; and you must cease all use of the Services and delete all copies of all media obtained from the Services. Termination will not limit any of our rights or remedies in this Agreement or otherwise by law or in equity.

Survival. Your obligations accrued prior to termination and Sections 3, 6, 7, 8, 9, 10, 11 and 12 shall survive termination of this Agreement.

8. Disclaimer of Warranties.

You acknowledge that the Services may not always be available, either by virtue of our actions or conditions entirely beyond our control and we shall not be liable to you for any loss relating to the unavailability of the Services. You further acknowledge that we are not making any recommendations as to any particular health care or diagnostic services provider, but rather, is merely providing information about potential providers as that information was made available to us or our Service Vendors.

We do not warrant the accuracy of information regarding health care and diagnostic service providers that you may identify through the Services. You agree that you will independently verify information about potential health care and diagnostic service providers prior to selecting and using such providers, and that you will not rely upon the information that may be provided through the Services.

THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND SERVICE VENDORS AND OUR AND THEIR RESPECTIVE LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT WE ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

9. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANDROS OR ITS AFFILIATES, CLIENTS OR SERVICE VENDORS, OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR THIRD-PARTY SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE OR ACCESS ANY OR ALL PORTIONS OF THE SERVICES OR CONTENT FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR FOR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $100. IN STATES WHERE THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE ARE NOT ALLOWED, ANDROS IS RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Indemnification.

You agree to indemnify, defend, and hold harmless the Company and our Service Vendors and Clients, including our and their respective officers, directors, employees, agents, affiliates, successors, and assigns, from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees and court costs, arising from or relating to your use or misuse of the Services or your breach of the Agreement, including but not limited to the User Content you submit or make available through the Services.

11. Interpretating the Agreement.

Severability. If any provision of the Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of the Agreement will continue in full force and effect.

Force Majeure. Except with respect to payment obligations, neither party shall be liable for any failure or delay in its performance or equipment due to causes beyond such party’s reasonable control, including without limitation: acts of God, fire, flood, hurricanes, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet.

Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

Notice. All notices hereunder to the Company will be considered effective if delivered personally or sent by certified mail, postage prepaid, to: Andros Technologies Inc., 169 Madison Ave., #2222, New York, New York 10016.

Assignment. The Company may, in its sole discretion, assign any or all rights under this Agreement to an affiliate or any third party without any additional notice to or consent from you. You may not assign any or all of your rights under this Agreement to a third party without the Company’s prior written approval, and the Company shall have sole discretion to determine whether to provide or withhold such approval.

Third-Party Beneficiary. You acknowledge and agree that, except as otherwise provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

Governing Law and Judicial Forum. This Agreement will be interpreted in accordance with the laws of the State of New York without regard to conflict- or choice-of-law principles. In the event that you have opted out of arbitration (as set out below) or that the agreement to arbitrate is otherwise found not to apply to you or your claim, you and Andros agree that any judicial proceeding (other than as described above) may only be brought in a court of competent jurisdiction in Hennepin County, Minnesota. Both you and Andros consent to venue and personal jurisdiction there. Notwithstanding the foregoing, you and Andros may bring an action in any court of competent jurisdiction (i) to compel arbitration pursuant to the Terms below or (ii) to enforce an arbitral award issued thereunder.

12. Dispute Resolution and Agreement to Arbitrate on an Individual Basis.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ANDROS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND ANDROS CAN SEEK RELIEF FROM EACH OTHER.

You agree that any and all past, present and future disputes, claims or causes of action between you and Andros arising out of or relating to the Agreement, the Services, the formation of the Agreement, or any other dispute between you and Andros or any of Andros’s Service Vendors, licensors, distributors, suppliers or agents (including any third-party application store or platform from which the Services are accessed or downloaded), and whether arising prior to or after your agreement to this Section, (collectively, “Dispute(s)”) will be governed by the procedure outlined below. You and Andros further agree that any arbitration pursuant to this Section shall not proceed as a class, group, or representative action.

(a) Informal Dispute Resolution. Andros wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Andros, you agree to try to resolve the Dispute informally by contacting Andros at the address above. Similarly, if you have provided an email address to us as part of your registration for the Services, Andros agrees to do the same. If a dispute is not resolved within 30 days after the notification of the Dispute is sent, you or Andros may initiate an arbitration proceeding as described below.

(b) We Both Agree to Arbitrate. By agreeing to these Terms, you and Andros each and both agree to resolve any Disputes—including any Dispute concerning the enforceability, validity, scope, or severability of this agreement to arbitrate—through final and binding arbitration as discussed herein, except as set forth below.

(c) Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate by contacting Andros at the address above within 30 days of first accepting these Terms and stating that you (include your first and last name, and email address) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Services, but you and Andros will not permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

(d) Arbitration Procedures and Fees. You and Andros agree that JAMS in Hennepin County, Minnesota will administer the arbitration under its JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”). Those rules are available at https://www.jamsadr.com/rules-comprehensive-arbitration/ (or its successor website). Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. The arbitration proceeding and any award shall be confidential. You and Andros further agree that the arbitration will be held in Hennepin County, Minnesota, or, at your election, will be conducted telephonically or via video conference or other remote electronic means. The JAMS Rules will govern payment of all arbitration fees. This Section shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in this Agreement.

(e) Arbitration Shall Proceed Individually. You and Andros agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Andros may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Andros will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

(f) Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR ANDROS SHALL BE ENTITLED TO CONSOLIDATE, JOIN, OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN THE EVENT ALL OR ANY PORTION OF SUBSECTIONS (E) OR (F) OF THIS SECTION ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY’S ELECTION.

(g) Intellectual Property Claims. You agree that notwithstanding the requirement that all Disputes be resolved through binding arbitration, in the event the Company has a claim against you relating to copyright infringement, trademark infringement, patent infringement, actual or threatened misappropriation of trade secrets, or actual or threatened breach of the confidentiality provisions in this Agreement, the Company may commence an action in state or federal court in Hennepin County, Minnesota to obtain a temporary or preliminary injunction to prevent any or all such acts from continuing, with or without notice to you. Under such circumstances, you acknowledge that any such violation will result in irreparable harm to the Company, and therefore you consent to the immediate issuance of a temporary or preliminary injunction. You further agree that such an injunction shall be conditioned upon the Company posting an injunction bond in the amount of $5,000.00. Immediately following the entry of a temporary or preliminary injunction, the court that issued the injunction shall issue a stay of the proceedings pending resolution of binding arbitration consistent with the rest of this section. In the event the Company prevails in the binding arbitration as to the issues or claims that resulted in the issuance of the temporary or preliminary injunction, the arbitrator in its decision shall convert the preliminary or temporary injunction to a permanent injunction.

Versions:

• October 4, 2024 (Current)