Terms and Conditions

THESE TERMS & CONDITIONS ARE SUBJECT TO ARBITRATION,

AS SET FORTH HEREIN

Terms & Conditions:

Web-Based Application User Agreement

PLEASE READ THESE TERMS AND CONDITIONS: WEB-BASED APPLICATION USER AGREEMENT (THE "AGREEMENT") BEFORE ACCESSING AND USING THIS WEB-BASED APPLICATION (TOGETHER WITH ALL FUNCTIONALITY THEREWITH, THE "APPLICATION") ON YOUR COMPUTER, MOBILE DEVICE, OR OTHER COMPATIBLE DEVICE (EACH A "DEVICE"). INSTALLATION, ACCESSING, OR USE OF THIS APPLICATION ON YOUR DEVICE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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This Agreement constitutes a legally binding agreement made between you, whether personally or on behalf of an entity and its employees, contractors, agents, and representatives (collectively, "you," "your," or "user"), and Advanced Smart Systems and Evaluation Technologies, LLC, a South Carolina limited liability company d/b/a ASSET ("ASSET," "we," "us," or "our"), concerning your access to and use of our Application (whether accessed, downloaded, and/or installed) and the accompanying and ancillary services provided by us (our "Services"). This Application is licensed, but not sold, to you. You agree that by downloading, installing, running, accessing, or otherwise using (collectively, "using" or "use") the Application, you have read, understood, and agree to be bound by all of these terms and conditions of use (collectively, the "Terms and Conditions" and individually, a "Term"). If you do not agree to this Agreement, do not use the Application and do not make use of our Services.

Revised or supplemental Terms and Conditions or documents that may be posted on the Application from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of the Agreement, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised and/or supplemental Terms and Conditions of this Agreement by your continued use of the Application after the date such revised Terms and Conditions are posted.

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  1. License; License Term. Subject to the Terms and Conditions of this Agreement, ASSET grants you a limited, non-exclusive, and non-transferable license to use the Application and our accompanying Services and equipment and sensors (the "Equipment ") - during and until this Agreement is terminated by you or ASSET, as set forth in this Agreement (the "License Term") - for your use on Devices owned or otherwise controlled by you, strictly in accordance with this Agreement, all separate and/or supplemental agreements or policies incorporated herein, and all applicable laws and regulations.

  1. User Agreements. You explicitly acknowledge and agree as follows:

    1. This Agreement includes ASSET's separate Privacy Policy, as may be amended from time to time, without notice to you, which such Privacy Policy, as amended, is incorporated into this Agreement by express reference (the "Privacy Policy"). As such, the words "Agreement," "Terms and Conditions," and "Term" shall be deemed to be inclusive of the terms, conditions, and provisions of the Privacy Policy.

    2. You have read, understand, and agree to be legally bound by this Agreement and its Terms, and, by using the Application, Equipment, and/or our Services, in whole or in part, you consent to and agree to this Agreement and all of its Terms. Furthermore, you shall communicate your obligations under this Agreement to each of your employees, contractors, agents, representatives, and all others who will use the Application, Equipment, and/or our Services. You shall be and remain responsible for any misuse or breach by any such party of the terms of this Agreement.

    3. We have the right to change, suspend, discontinue, or terminate all or any part of the Application, the Equipment, and/or our Services, at any time and without notice or liability. Similarly, we have the sole, absolute, and exclusive right to deny, restrict, suspend, or terminate your (or any of your Devices) use of the Application, Equipment, and our Services, or any portion thereof, with or without cause, without notice to you, and without liability to us.

    4. Our Application and Equipment remains in development and your use of the Application, Equipment, and/or Services may result in flaws, errors, bugs, or other problems. These flaws, errors, bugs, or other problems may be helpful to us in our continued development, testing, modification, and improvement of the Application, Equipment, and our Services, and you agree to cooperate with us in the assessment, analysis, reporting, and redress of such flaws, errors, bugs, and other problems at our request.

    5. We cannot and have not provided you, or any other user of the Application, the Equipment, or our Services, any legal advice or counsel of any kind or nature. Instead, you have had and continue to have a full opportunity and ability to obtain separate legal counsel of your own choosing.

    6. From time to time, our Application, our Equipment, and/or our Services may utilize or otherwise make use of third-party applications or services (collectively, the "Third-Party Applications"). Your use of our Application, Equipment, and our Services shall further be subject to all terms and conditions, including any privacy policies, of all such Third-Party Applications, as may be amended or supplemented from time to time. We reserve the right to use, without prior notice to you, alternative or additional Third-Party Applications in our sole discretion.

    7. Based upon your use of the Application, Equipment, and our Services, valid consideration supporting this Agreement has been provided to you, and you will not challenge or contest the existence or legal sufficiency of such consideration.

    8. All disclaimers of warranties, all releases, and all of your waivers in this Agreement are valid and effective, and you will not challenge or contest the existence or legal sufficiency of such disclaimers, releases, or waivers. Furthermore, all such disclaimers, releases, and waivers are made by you on behalf of you (as defined herein to be inclusive of your employees, contractors, agents, and representatives) and your successors and assigns, as may be applicable.

    9. You recognize that your use of the Application, the Equipment, and the Services provides you with information that may comprise valuable trade secrets and other confidential information (" Confidential Information") which is exclusively owned by ASSET. You expressly recognize that such Confidential Information is being conveyed to you under conditions of confidentiality, and you agree that you shall treat such Confidential Information as proprietary information and trade secrets of ASSET, and shall not disclose the same to any third party, during the License Term and for five (5) years thereafter, provided that you shall protect ASSET's trade secrets for so long as they qualify as a trade secret under the South Carolina Trade Secrets Act, S.C. Code Ann. § 39-8-10 et seq., as amended from time to time.

    10. You agree to comply with all provisions of the Health Insurance Portability and Accountability Act, as may be amended from time to time, along with all implementing regulations (collectively, " HIPAA"), including with respect to your use of the Application and our Services.

  2. User Representations. By using the Application, the Equipment, and/or our Services, you represent and warrant that:

    1. All registration information you submit will be true, accurate, current, and complete in all material respects, at all times while you use the Application, the Equipment, or our Services;

    2. You will maintain the accuracy of such information and promptly update such registration information as necessary;

    3. You have the legal capacity and you agree to comply with this Agreement, and you have the full power and authority to agree to this Agreement and to use the Application and our Services;

    4. You are not under the age of eighteen (18) years;

    5. You will not use the Application, the Equipment, or our Services through automated or non-human means, whether through a bot, script, or otherwise, except with our prior written consent;

    6. You will not use the Application, the Equipment, or our Services for any illegal or unauthorized purpose;

    7. Your use of the Application, the Equipment, or our Services will not violation any applicable law or regulation, including, but not limited to, HIPAA;

    8. You will not interfere with or manipulate, or attempt to interrupt or manipulate, the proper operation of the Application, the Equipment, or our Services through the use of any mechanism or process, including, but not limited to, through the use of one or more viruses, malware, distributed denial-of-services ("DDoS"), Devices or other tools or instruments, information collection or transmission mechanisms, software or processes, or by accessing or attempting to gain access to any data, files, or passwords, in any manner related to the Application, through hacking, password or data mining, or any other means; and

    9. You will not take any action that imposes or may impose, in our sole and absolute discretion and judgment, an unreasonable or disproportionately large load or other negative impact on our Application, Equipment, infrastructure, and/or capacity, nor will you bypass any measures or protocols that we may use to protect and/or to prevent, restrict, or otherwise limit access to our Application and/or Equipment.

    10. You will establish and maintain security policies and procedures designed to ensure the: (a) security and integrity of the Application and our Confidential Information; (b) protection against anticipated threats or hazards to the security or integrity of the Application and our Confidential Information; and (c) protection against the unauthorized access to or use of the Application and our Confidential Information. You shall permit ASSET to audit your compliance with this Term, during regular business hours upon reasonable notice to you, and to provide to ASSET copies of audits and system test results acquired by you in relation to the systems used to store ASSET's Application and our Confidential Information, as applicable.

  1. User Registration; Notifications. You may be required to register with our Application. If so required, you may be asked to create an account, based upon a unique username, password, and other personal information that may assist in facilitating your use of the Application, our Services, and/or in authenticating your identity and account in the future (the " Account"). You hereby acknowledge, agree, and consent to receive notifications regarding your Account and your use of the Application, Equipment, and Services, as applicable, via e-mail transmission, text message, telephone call, or two-factor authorization application, and any costs and/or data rates associated therewith shall be borne solely by you.

When creating your Account, you acknowledge and agree to provide true, accurate, current, and complete information. Additionally, should your Account information change, you acknowledge and agree to update your Account to ensure that it remains true, accurate, current, and complete. You are solely responsible for the security, confidentiality, and use of your Account, as well as for any use or misuse of your Account or any breach of security thereof. You will promptly notify us of any need to deactivate or modify your Account. We reserve the right to reject your registration and/or delete or modify your Account, including the log-in credentials therefore, at any time and for any reason or no reason at all, in all cases in our sole and absolute discretion. We shall not have any liability or responsibility for any loss or damage caused by any unauthorized use or any misuse of your Account or any breach of security of your Account, generally.

  1. License Restrictions & Prohibited Activities. You may not use the Application, the Equipment, or our Services for any purpose other than that for which we make the Application, the Equipment, and our Services available. The Application and the Equipment may not be used in connection with any commercial endeavors except those that are specifically approved or endorsed by us. As a user of the Application, the Equipment, and our Services, you agree not to :

    1. Copy the Application, except as expressly permitted by the license granted hereby;

    2. Modify, translate, adapt, or otherwise create derivative works or improvements of or to the Application or the Equipment, whether or not patentable or otherwise capable of receiving intellectual-property protection under applicable law;

    3. Reverse engineer, disassemble, decompile, decipher, decode, or otherwise attempt to derive or gain access to the source code of, or any software comprising, the Application, the Equipment, or any part thereof;

    4. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights from the Application, the Equipment, or the Services, including any copy thereof;

    5. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, the Equipment, or any features or functionality of the Application or the Equipment, to any third party for any reason, including by making the Application or the Equipment available on a network where it is capable of being accessed by more than one Device or other tool or instrument at any time, except as may be permitted by us;

    6. Systematically retrieve data or other content from the Application or the Equipment to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

    7. Make any unauthorized use of the Application or the Equipment, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user Accounts by automated means or under false pretenses;

    8. Use the Application or the Equipment to advertise or offer to sell goods and services;

    9. Circumvent, disable, or otherwise interfere with security-related features of the Application and/or the Equipment;

    10. Engage in unauthorized framing of or linking to the Application and/or the Equipment;

    11. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;

    12. Make improper use of our support services or submit false reports of abuse or misconduct;

    13. Engage in any automated use of the Application or any of its functionality, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;

    14. Interfere with, disrupt, or create an undue burden on the Application, the Equipment, or the networks or services connected to the Application or the Equipment;

    15. Attempt to impersonate another user or person or use the username of another user;

    16. Sell or otherwise transfer your Account;

    17. Use any information obtained from the Application or the Equipment in order to harass, abuse, or harm another person;

    18. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Application, the Equipment, or our Services to you;

    19. Use the Application or the Equipment as part of any effort to compete with us or otherwise use the Application or the Equipment for any revenue-generating endeavor or commercial enterprise;

    20. Delete the copyright or other proprietary rights notice from any of our intellectual property;

    21. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Application and the Equipment or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Application and/or the Equipment;

    22. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware " or "passive collection mechanisms" or "pcms");

    23. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Application or the Equipment, or using or launching any unauthorized script or other software;

    24. Use the Application or the Equipment in a manner inconsistent with any applicable laws or regulations, including, but not limited to, HIPAA and those protective of ASSET's IP Rights (as hereinafter defined).

  1. Reservation of Rights. You acknowledge and agree that the Application and the Equipment is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application or the Equipment under this Agreement, or any other rights thereto other than to use the Application and the Equipment in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. ASSET reserves and shall retain its entire right, title, and interest in and to the Application and the Equipment, inclusive of all IP Rights (as hereinafter defined), except as expressly granted to you in this Agreement.

  1. Content and Services; Intellectual Property. The Application may provide you with access to our website (the "Website") and our Services accessible thereon or provided in conjunction therewith, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, " Content"). Your access to and use of such Content are governed by this Agreement. Your access to and use of such Content may require you to acknowledge your acceptance of this Agreement, its Terms and Conditions, and our Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application's features and functionality.

You acknowledge and agree that ASSET owns all right, title, and interest in and to any artwork, trademarks, trade dress, trade names, service marks, logos, domain names, other distinctive brand features, copyright, patents, and all other intellectual property rights that may be associated, linked, or otherwise incorporated, in any manner, with the Application, the Equipment, our Website, and the Content (collectively, the "IP Rights"). ASSET's IP Rights further include all proprietary source code, object code, and other technology associated with the Application, the Equipment, our Website, and the Content, as well as any associated application(s) and all intellectual property rights therein. You acknowledge and agree that you have no rights in or to any of ASSET's IP Rights, and at all times, ASSET's IP Rights shall remain that of ASSET without restriction or limitation whatsoever. ASSET does not grant expressly or otherwise by implication, estoppel, or the like, any license or right to use any of ASSET's IP Rights, except in conjunction with the license to use the Application, the Equipment, and our accompanying Services granted pursuant to this Agreement. You agree not to infringe, violate, or misappropriate any of ASSET's exclusive IP Rights. ASSET's IP Rights are or may be protected under both United States and foreign laws. Any unauthorized use of intellectual property or other infringement, violation, or misappropriation of any IP Rights may violate copyright, trademark, and other laws or regulations.

  1. Collection and Use of Your Information. You acknowledge that when you use the Application, we may utilize automatic means (including, for example, cookies and web beacons) to collect information about your Device(s) and about your use of the Application, the Equipment, and/or our Services. You also may be required to provide certain information about yourself as a condition to using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and applicable law and regulation. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Application. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

  1. Privacy Policy; Geographic Restrictions. By using the Application, the Equipment, and/or our Services, you agree to be bound by our Privacy Policy, which is incorporated into this Agreement. We recommend that you review our Privacy Policy carefully. Please be advised the Application is hosted in the United States, and the Content is likewise based in the United States. You acknowledge that you may not be able to access all or some of the Content outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content from outside the United States, you are responsible for compliance with local laws. Additionally, if you access the Application from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Application, our Website, and/or the Content, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

  1. Updates. We may from time to time, in our sole discretion, develop and provide Application, Equipment, and/or Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, " Updates"). Updates may also modify or delete, in part or 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) the Application will 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, in accordance with our instructions, and acknowledge and agree that the Application 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 Application and be subject to all Terms and Conditions of this Agreement.

  1. Electronic Communications, Consent, and Signatures. Visiting the Website, sending us emails or other communications, and completing online forms constitute electronic communications. You consent to receive electronic communications, including but not limited to emails and text message notifications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, text, on the Website, or on the Application, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS BY US OR VIA THE APPLICATION OR WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records by any means other than electronic means.

  1. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, Third-Party Applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree ASSET is 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.

  1. Term and Termination. The License Term and term of this Agreement begins when you download or install the Application and will continue in effect until terminated by you or ASSET as set forth You may terminate this Agreement by deleting the Application and all copies thereof from your Device(s), returning the Equipment to us, and cease using our Services. We may terminate this Agreement at any time without notice if we cease to support the Application, which we may do in our sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the Terms and Conditions of this Agreement. Upon termination: (i) all rights granted to you under this Agreement will also terminate and (ii) you must cease all use of the Application, return all of our Equipment to us, delete all copies of the Application from your Device(s), and cease use of our Services. Termination will not limit any of our rights or remedies at law or in equity.

  1. Assumption of All Risks; No Warranties; Disclaimers; Exclusion of Liability; Release . THE TERMS IN THIS SECTION, INCLUDING THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH HEREIN, ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

YOUR USE OF THE APPLICATION, THE EQUIPMENT, AND OUR SERVICES IS DONE AT YOUR OWN RISK, WHICH YOU KNOWINGLY AND VOLUNTARILY ASSUME, WITHOUT ANY REPRESENTATIONS OR WARRANTIES MADE BY US TO YOU. WITHOUT LIMITING THE FOREGOING, WE MAKE AND HAVE MADE NO WARRANTIES OR REPRESENTATIONS THAT THE APPLICATION OR THE EQUIPMENT WILL OPERATE WITHOUT ERROR, INACCURACY, FAULT, MALFUNCTION, OR DEFECT OR THAT THE CONTENT THEREOF, OR OUR HARDWARE, SOFTWARE, AND/OR ELECTRONIC and digital processes, are FREE OF COMPUTER VIRUSES OR SIMILAR DESTRUCTIVE MEANS. You expressly agree that should YOUR ACCESS OR USE OF THE APPLICATION OR the contents thereof RESULT IN ANY DAMAGES OR LOSSES TO YOUR BUSINESS, EQUIPMENT, SOFTWARE, DATA, OR OTHER INFORMATION OR THE EQUIPMENT, software, data, or other information of any other person or entity, WE SHALL NOT BE RESPONSIBLE FOR ANY OF THOSE DAMAGES OR COSTS. SIMILARLY, WE SHALL NOT BE SUBJECT TO ANY LIABILITY FOR DELAYS OR INTERRUPTIONS RELATED TO THE APPLICATION, WHATEVER THE CAUSE. MOREOVER, WE MAKE AND HAVE MADE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT IN ANY MANNER RELATED TO THE APPLICATION, WEBSITE, CONTENT, OR THE UNDERLYING INFORMATION CONTAINED THEREIN.

the APPLICATION AND THE EQUIPMENT IS provided AND made available, as applicable, "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS," AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, ACCURACY AND COMPLETENESS OF INFORMATION OR SERVICES PROVIDED, QUIET ENJOYMENT, AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE .

UNDER NO CIRCUMSTANCES AND IN NO EVENTS, SHALL ASSET OR any of OUR members, managers, directors, OFFICERS, employees, CONTRACTORS, agents, LICENSEEs, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, SUCCESSORS, and/or assigns, as applicable, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ACTUAL, INCIDENTAL, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES; LOST PROFITS; DAMAGE TO GOODWILL; PUNITIVE DAMAGES; OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF, OR INABILITY TO USE, THE APPLICATION, THE CONTENT THEREOF, OR THE EQUIPMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE HAVE BEEN ADVISED OR OTHERWISE PUT ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE APPLICATION, EQUIPMENT, WEBSITE, CONTENT, AND/OR OUR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR OTHER APPLICABLE ACCOUNT INFORMATION; (II) INTERNET OR WI-FI OUTAGE OR INTERRUPTION, SERVER FAILURE, DATA LOSS, OR OTHER SYSTEM OUTAGE, INTERRUPTION, OR INTERFERENCE; (III) UNAUTHORIZED ACCESS; OR (IV) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING, OR OTHER MEANS OF ATTACK AGAINST THE APPLICATION, WEBSITE, CONTENT, AND/OR OUR SERVICES.

SOME STATES MAY NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE RELEVANT LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, AND YOU AGREE NOT TO CONTEST OR OTHERWISE CHALLENGE ANY ACTION TAKEN BY US, THE COURT, OR ANY OTHER COMPETENT PERSON, ENTITY, OR AGENCY TO MODIFY THESE TERMS TO THE LIMITS OF THEIR ENFORCEABILITY.

  1. Indemnification. You agree to defend, indemnify, and hold ASSET and Its members, managers, directors, OFFICERS, employees, CONTRACTORS, agents, LICENSEES, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, SUCCESSORS, AND ASSIGNS, as applicable, harmless from and against any claims, actions, demands, injuries, liabilities, costs, expenses, and damages, of any kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including, without limitation, reasonable legal and accounting fees and filing and related costs, arising out of, resulting from, or in any way related to your breach OR ANTICIPATORY BREACH of these terms AND CONDITIONS, including, but not limited to, your agreements, representations, and warranties provided herein; YOUR USE OF THE APPLICATION AND/OR THE EQUIPMENT; your violation or anticipatory violation of any law, regulation, rule, code, statute, ordinance, or order of any governmental or quasi-governmental authority; YOUR VIOLATION or alleged violation OF ANY OF ASSET'S ip rights or any rights of any third person or entity; and/or any act of gross negligence or willful or intentional conduct by you. We shall provide notice to you of any such claim, suit, or proceeding and may, at our sole and absolute discretion, assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to this indemnification provision. In such case, you agree to cooperate with our requests, in any manner related to our defense of such matter.

  1. Arbitration; Waiver of Jury Trial; Injunctive Relief. In the event that a dispute, controversy, or claim arises under, relates to, or is any way or manner connected with this Agreement, any Term hereof, or our Application, Equipment, Website, Content, and/or Services (a " Dispute"), either ASSET or you may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act ("FAA "). Any election to arbitrate, at any time, shall be final and binding on all parties. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL; EACH PARTY ACKNOWLEDGES AND AGREES TO THIS JURY TRIAL WAIVER, SHOULD EITHER PARTY CHOOSE ARBITRATION. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before one (1) neutral arbitrator, whose decision will be final. All aspects of the arbitration, including the selection of the arbitrator and the arbitrability of the Dispute (in whole or in part), shall be administered and decided by the Judicial Arbitration and Mediation Services (" JAMS"), pursuant to JAMS' Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the "JAMS Rules"). The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Columbia, South Carolina. Unless agreed to by the parties, the arbitration proceeding shall not be consolidated with any other matters or joined with any other proceeding or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary relief or remedy available under applicable law or the JAMS Rules, in each instance subject to these Terms. The parties may litigate in court to compel arbitration; to stay proceedings pending arbitration; or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

In addition to and notwithstanding the foregoing, and with no right by you to compel arbitration in such circumstances, we may bring an action for injunctive and/or other equitable relief to prevent immediate and irreparable harm that will occur to ASSET should you violate or otherwise breach any Term hereof. In such a circumstance, you acknowledge and agree that ASSET will suffer immediate and irreparable harm; ASSET does not have an adequate remedy at law; an injunction and/or other equitable relief is necessary to protect ASSET's legitimate business interests; the issuance of an injunction and/or an award of other equitable relief will not violate public policy; and that the posting of a bond is not required or otherwise demanded.

  1. Class Action Waiver. You agree that any arbitration or other proceeding shall be limited to the Dispute between ASSET and you, individually. To the full extent permitted by law, no party shall have the right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class-action procedures. Additionally, you shall have no right or authority for any Dispute to be brought in a purported representative capacity on behalf of any other persons or the public, generally. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BRING CLAIMS OR PROCEEDINGS AGAINST US, FOR ANY DISPUTE, ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  1. Miscellaneous.

  1. Communications with Us. You acknowledge and agree that for any communications you send us, including, but not limited to, feedback, questions, comments, suggestions, complaints, etc., we shall be free to record, copy, store, and/or use any such communications and any ideas, concepts, know-how, or techniques contained therein, for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information. We shall not have any liability or responsibility whatsoever in any manner related to any communications that you send us and/or any responses that we may send you.

  2. Full Information. You acknowledge and agree that you are fully informed of the contents, conditions, and effect of this Agreement and its Terms and that you have ultimately relied on your own judgment and are choosing to use the Application, the Equipment, and our Services under your own free will and without any duress or coercion.

  3. Survivability. If any provision of this 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 this Agreement will continue in full force and effect.

  4. Governing Law; Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule. For any Dispute not pursued and addressed through an arbitration proceeding, any legal suit, action, or proceeding arising out of or related to this Agreement or the Application, as well as any action for injunctive and/or other equitable relief, shall be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina in each case located in Richland County, South Carolina. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  5. Entire Agreement; Integration; No Promises; Mutual Drafting. This Agreement, all agreements and policies incorporated herein, and any other agreements between you and us which expressly incorporate this Agreement into its terms constitute the entire agreement between you and ASSET with respect to the Application, the Equipment, the Website, our Content, and our Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereof. Except as contained in the foregoing, no promise or representation of any kind has been made to you. This Agreement is to be deemed jointly drafted and shall not be construed against you or ASSET on the ground that this Agreement or any part of them was drafted by one party rather than the other.

  6. 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.

  7. Authority to Consent. The parties knowingly and expressly consent to the foregoing Terms and Conditions and each party is authorized to enter into this Agreement on behalf of its respective party.

  8. Modification. These Terms may only be modified or amended by ASSET in its sole and absolute discretion.

  9. Compliance with Legal Process. We will fully cooperate with any law enforcement authorities, court order, or subpoena requesting or directing us to take any action; disclose the identity of any user (including you) or Account; or produce documents or communications (subject to privilege or other protection, if any).

  10. International Access. We make no claims or representations whether the Application, the Website, or the Content may be accessed, downloaded, viewed, or otherwise used outside of the United States. Regardless of your location, you take such actions at your own risk. Whether inside or outside of the United States, you are solely responsible for compliance with applicable laws and regulations.

  11. Benefit. This Agreement shall inure to the benefit of ASSET and its members, managers, directors, officers, employees, contractors, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable. Nothing in this Agreement, whether express of implied, shall be construed to give any person or entity, other than you, any right or benefit.

  12. Heading. Headings, titles, and captions preceding the contents of the Terms contained in this Agreement are provided for convenience of reference and shall not be used to explain or to restrict the meaning, purpose, or effect of any provision to which they refer.

  13. No Employment. You acknowledge and agree that you are not an employee, agent, partner, joint venturer, or franchisee of ASSET and that no such relationship is created by this Agreement or any Term hereof.

  14. Cooperation. You agree to cooperate with ASSET and its members, managers, directors, officers, employees, contractors, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable, to effectuate these Terms and Conditions, including, but not limited to, by performing such acts and executing and delivering such other instruments necessary and proper to do so.

  15. Assignability. ASSET may assign its rights, duties, and obligations under this Agreement and any Term hereof, by operation of law or otherwise, without notice to you.

  16. No Other Duties. Other than the duties and obligations required of ASSET hereunder,no other duties or obligations shall be implied in fact, law, equity, or otherwise.

  17. Force Majeure. Neither ASSET nor you shall be responsible for any damages or any delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including,without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, pandemic or epidemic, war, revolution, civil commotion or acts of civil or military authorities of public enemies, labor unrest (including strikes and boycotts), or changes in law, regulation, or ordinance.

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By USING THE APPLICATION, THE EQUIPMENT, AND/or our services, You acknowledge and agree that You have read, understood, and agree to be legally bound by all of these Terms AND CONDITIONS, including, but not limited to, the arbitration, class action waiver, Indemnification, Releases, exclusion of liability, and disclaimer of warranties provisions, as well as Your agreements and representations set forth in these Terms. If You do not agree to EACH AND ALL OF these Terms AND CONDITIONS, do not USE THE APPLICATION, THE EQUIPMENT, OR OUR SERVICES. You acknowledge and agree that We may update or modify these Terms, from time to time, without notice to You.

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