Terms of Use Agreement

CARALLEL, INC. TERMS OF USE AGREEMENT

This Terms of Use Agreement is a legal agreement between you (“you”, “your”) and Carallel, Inc. (“Carallel”, “we”, “us”, “our”). References herein to “this Agreement” mean this Terms of Use Agreement plus any other agreements, policies or other Carallel terms incorporated by reference herein including, without limitation, the Privacy Policy.

This Agreement governs your access and/or use of the Carallel.com and other Carallel website(s) (“Website(s)”), MyCareDesk.com and Caregiver Support Services provided by our Care Advocates (collectively, “Sponsored Services”) and other applications that we provide, including all Content provided by us or by your employer, health plan or other third party (each, a “Sponsor”), on or through the Website(s) or Sponsored Services (collectively, “Services”).

Carallel Services are intended for use solely by and on behalf of individuals located in the United States who are age 18 and over.

You agree and acknowledge that by using our Services, you are indicating your agreement to be bound by this Agreement.

We reserve the right to modify this Agreement at any time and will post any modified Agreement on the Website(s). We encourage you to review the Agreement periodically. Your use of our Services after any modification is deemed to be your acceptance of the modification.

This Agreement is current as of and is effective between Carallel and you as of the date of your acceptance of this Agreement.

1. Services

1.1. Right to Use. Subject to your compliance with the terms and conditions of this Agreement, Carallel hereby grants you a non-exclusive, non-transferable, limited right to use and access our Services as such use is described herein and subject to Use Restrictions herein. You may use our Services only as described herein, and only for your personal noncommercial use. Our Services may include not only the use of and access to MyCareDesk and Content, but also any Caregiver Support Services you are eligible for and elect to use; it does not include any Sponsor’s Other Services, as described below.

1.2. Use Restrictions. You agree that you will not; (a) create modifications or derivative works based on our Services or any Content; (b) copy, frame or mirror any part of our Services or Content; (c) reverse engineer our Services; (d) access our Services in order to build a competitive product or service, or to copy any features, functions or graphics of our Services; (e) combine our Services or any part thereof with, or incorporate our Services or any part thereof in, any other programs; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with our Services, including any copy thereof; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available our Services, or any features or functionality of it, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (h) make or use any copies of our Services; or (i) attempt to override or circumvent any of the usage rules embedded into our Services. Without our prior written consent, which may be withheld in our sole discretion, you may not accept this agreement, accept our Services or access MyCareDesk: (a) if you are our direct competitor; or (b) to monitor MyCareDesk for availability, functionality, features, performance or operation, or for any other competitive purpose including, without limitation, benchmarking.

1.3. Prohibited Conduct and Use. You agree to use our Services only for lawful purposes. You are expressly prohibited from transmitting through our Services any unlawful harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law (collectively, “Prohibited Conduct”). You agree and acknowledge that Carallel is not responsible or liable to you or any other party for any Prohibited Conduct by any user of our Services at any time.

1.4. Benefit; Service Offering; Registered User of MyCareDesk.com. If you are eligible to use MyCareDesk.com or our Caregiver Support Services (referred to in this Agreement as “Sponsored Services”), you understand that the Sponsored Services are provided to you as a benefit or service/product offering from your Sponsor. Although you do not need to become a registered user to access and/or use some features and functionality of MyCareDesk, certain features and functionality are available only to registered users. You understand that your access and/or use of any part of Sponsored Services constitutes your acceptance of this Agreement, regardless of whether you become a registered MyCareDesk user. By using Sponsored Services you consent to be contacted by Caregiver Support Services team members and by giving your mobile number you consent to receive text messages. You may stop receiving text messages or communicating with Caregiver Support Services. If you would like to stop receiving text messages, you may text the word STOP in reply to any text. Note that we may confirm your opt-out by text message.

1.5. Content. Our Services contain information, articles, software, communications, photos, text, video, graphics, music, sounds, images and other material, content and services available to you and/or available on or in our Services (all of the foregoing, “Content”), which is generally provided by Carallel or other third parties, or by licensors of any of the foregoing. Content does not include your Information.

1.6. Caregiver Support Services. Your access and use of Sponsored Services may include speaking to our personnel for general advice and information (“Caregiver Support Services”). Caregiver Support Services are offered as a convenience to you. The actions you take regarding any information you receive are at your own risk.

1.7. Sponsor’s Other Services. Your Sponsor may offer you the use of Sponsored Services as a benefit, product or service offering of the Sponsor. This Agreement governs your access to and use of Sponsored Services but does not cover any other products or services that may be offered by the Sponsor (“Sponsor’s Other Services”), regardless of whether such Sponsor’s Other Services are offered in conjunction with Sponsored Services. You understand that your use of a Sponsor’s Other Services are governed by any agreement you enter into with such Sponsor regarding the Sponsor’s Other Services and not this Agreement; Carallel has no control over the terms of an agreement with respect to Sponsor’s Other Services.

1.8. Your Information. In addition to the information we receive from Your Sponsor, if any, our Sponsored Services provide you with the ability to upload documents and information, for your convenience. Any documents, information or other materials you upload or otherwise provide to us are referred to in this Agreement as “your Information”. You are not required to provide any of your Information (other than registration information, if applicable) but if you do, you will be able to use Sponsored Services more fully. We will handle your Information as described in the Privacy Policy. You agree not to provide us with any information, documents, or other materials, including any portion of your Information, that you do not have sufficient rights in to use and provide to us. We are not liable or responsible for the accuracy or completeness of any of your Information.

1.9. Keep Your Account Safe. You agree that you will not: (a) permit any third party to access Sponsored Services using your login credentials or to otherwise use your account; (b) create derivative works based on Sponsored Services or any Content; (c) copy, frame or mirror any part or Content of Sponsored Services; (d) reverse engineer Sponsored Services; or (e) access Sponsored Services in order to build a competitive product or service, or to copy any features, functions or graphics of Sponsored Services.

1.10. Use By Minors. Carallel does not solicit the use of our Services by minors. In addition, we do not knowingly collect personal information from children under the age of 13. However, we cannot prevent minors from visiting our Websites. Carallel requires all of your Information be provided only by individuals 18 years old or older. EACH TIME YOU USE OUR SERVICES OR PROVIDE ANY OF YOUR INFORMATION, YOU ARE REPRESENTING THAT YOU ARE 18 YEARS OF AGE OR OLDER.

1.11. Access and Use. Our Sponsored Services are provided to you at no cost, as a benefit of your employment, or your status as an eligible member or customer of a Sponsor, as solely determined by such Sponsor. You may use Sponsored Services, in accordance with the terms of this Agreement, at no cost for so long as your Sponsor offers Sponsored Services at no cost to you. In the event your Sponsor ceases to offer you Sponsored Services at no cost to you for any reason (including the expiration or termination of any agreement between Carallel and your Sponsor regarding such access and use), you may have the option of continuing your access and use of our Services at Carallel’s then-current subscription rates; our Services will be made available to you in their generally available version, which may be different from the version made available through your Sponsor. We are not under any obligation to continue Services to you if you are no longer eligible as a member, customer, or employee of a Sponsor. We and/or your Sponsor will notify you of any such change in your cost. You are under no obligation to continue as a paid subscriber of our Services. If you elect not to, this Agreement will terminate and the provisions of Section 8 will apply.

1.12. Enhancements. Carallel reserves the right to implement new versions, releases, enhancements, modifications, updates, upgrades, corrections and bug-fixes to the design, operation, method, technical specifications, systems, servers and other functions and features (together, “Enhancements”) of our Services. If and when implemented, Enhancements become part of our Services hereunder. Carallel is not obligated to make Enhancements with any particular frequency, or to make them at all. Notwithstanding anything herein to the contrary, you understand and agree that Carallel reserves the right to modify or change our Services including, without limitation, adding, changing, removing, or otherwise modifying Content, Caregiver Support Services and/or Enhancements, at any time with or without notice. We do not guarantee that any and all Content, Caregiver Support Services, or other features or functionality of our Services will always be available, or that any of the foregoing will be available at all times. We reserve the right to charge for new or additional features or functionality.

1.13. Suspension. Notwithstanding anything in this Agreement to the contrary, you understand that we may immediately terminate or suspend your access or use of our Services, without notice, if: (a) you fail to comply with the provisions of this Agreement; and/or (b) we reasonably determine that the security or integrity of our Services are at risk. Carallel shall have no liability whatsoever for any claim or damage arising directly or indirectly from the termination or suspension provided in this Section.

Carallel’s right to terminate or suspend, as provided in this Section 1.13, are in addition to any other rights or remedies we may have hereunder, or otherwise in law or equity. However, we will use reasonable efforts to notify you of such termination or suspension and provide you with an opportunity to cure the violation or other circumstances that led to the termination or suspension. In addition, your Sponsor may terminate or suspend your access or use of Sponsored Services and Carallel has no control over such termination or suspension. If any termination or suspension of your access or use of Sponsored Services is the result in a change in your eligible status as an employee, member or customer of your Sponsor, you must contact your Sponsor directly; Carallel is unable to restore your access or use in this event.

2. Proprietary Rights

2.1. Your Information. As between us and you, you exclusively own all rights, title, and interest in and to all of your Information. We may use and share certain of your Information with your Sponsor and/or other third parties, in accordance with the provisions of this Agreement including our Privacy Policy.

2.2. Content. You understand and agree that all right, title and interest in and to our Services, and all releases, versions, enhancements, modifications, upgrades, updates, corrections, bug fixes and any derivative works of any of the foregoing, is owned exclusively by Carallel, even if developed by or in conjunction with you or any third party. In addition, as between you and Carallel, Carallel owns all rights, title and interest in and to all Content. Notwithstanding the fact that Carallel permits access to the Content, you acknowledge and agree that our Services, Content, and/or the use of any Content and/or our Services is protected by trade secret rights, patents, copyrights, trademarks, and other proprietary and intellectual property rights, that these rights are valid and protected in all media now existing or later developed, and that your use of our Services and/or Content shall be governed and constrained by applicable trade secret, patent, copyright, trademark and other intellectual property laws. Modification or use of our Services and/or the Content or any portion thereof for any commercial purpose is a violation of patent, copyright, trademark and other proprietary and intellectual property rights owned by Carallel and third parties.

Without limiting any of the foregoing, you understand and agree that if you copy any Content or portion thereof for any purpose not expressly permitted in this Agreement, whether or not such copying or use is for your commercial gain, you are violating the rights of Carallel and/or its licensors, and that you may be subject to criminal and/or civil prosecution. All rights in and to our Services and/or Content not expressly granted to you are reserved to Carallel.

2.3. Additional Proprietary Rights. In addition to our licensors’ rights in individual elements of Content, we own a copyright in the selection, coordination, arrangement and enhancement of the Content and the Website(s). Our Services may permit you to download and/or print certain Content and you may do so, and you may make a limited, reasonable number of copies of such downloaded and/or printed Content solely for your own personal use and no other purpose whatsoever, provided that all such copies are a complete and accurate copy of the downloaded and/or printed Content and further provided that all such copies include any proprietary notices of ours or the applicable owner; all such copies (whether printed or electronic) are considered Content hereunder, and subject to the terms of this Agreement. Except for this limited right to download, print and/or copy as described in this section, and notwithstanding anything else herein to the contrary, you understand that you may not otherwise copy, modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another website or printed materials, or in any other way exploit our Services and/or any of the Content (in whole or in part) and/or incorporate any of the foregoing in other works in any form, media, or technology now known or later developed, even if you attribute the Content or use to Carallel or the applicable licensors.

2.4. Feedback. If you contact us with information including, without limitation, feedback data (e.g., questions, comments, suggestions, or the like) regarding our Services (collectively, “Feedback”), the Feedback is deemed to be proprietary to and exclusively owned by Carallel and we will have no obligation to you or any other party of any kind with respect to the Feedback. In addition, you agree and acknowledge that we are free to use and distribute the Feedback to others without limitation, and to authorize others to do the same. Further, we are free to use any ideas, concepts, know-how or techniques contained in the Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing and marketing products and other items incorporating the Feedback. We will not owe any compensation for the use or disclosure of the Feedback or be liable to any party for the use of the Feedback by any party.

3. Third Party Links

Our Services may contain links to other websites and information solely for your convenience. Carallel does not endorse nor make any warranties or representations about any website or information (including any website or information provided by or affiliated with your Sponsor) you may access through a link from our Services. You agree and acknowledge that you (and not Carallel) assume all risk for any dealings or transactions of any nature, including without limitation, the purchase of any products or services from, or the reliance upon any information or materials contained in, such linked sites. Please note that such other websites may have terms of use and/or privacy policies different from ours and any use of such other websites and/or any information you provide to or through such other websites will be subject to the terms or use and privacy policies of those other websites and not Carallel’s. Carallel shall have no responsibility or liability for the acts or omissions of any party (including you) with respect to such other websites and information, or any party’s use or inability to use such other websites and/or information.

4. Your Privacy and Security

The privacy and security of your Information is as described in our Privacy Policy, located here. We have established administrative, physical and technical safeguards in compliance with applicable law and general industry standards. We may use and disclose your Information solely for the purposes described in the Privacy Policy.

5. Warranties; Disclaimers

5.1. No Warranties. YOUR USE OF OUR SERVICES IS AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OUR SERVICES ARE PROVIDED TO YOU “AS IS,” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR INDEMNITIES OF ANY KIND. YOU UNDERSTAND THAT CARALLEL DOES NOT PROVIDE ANY SPONSOR’S OTHER SERVICES AND THEREFORE DOES NOT OFFER ANY WARRANTIES OR INDEMNITIES WITH RESPECT TO SUCH SPONSOR’S OTHER SERVICES. WE STRIVE TO MAKE OUR SERVICES RELEVANT TO THE CONCERNS AND INTERESTS OF USERS AND YOU AGREE THAT OUR SERVICES ARE PROVIDED FOR GENERAL INFORMATION AND EDUCATIONAL PURPOSES ONLY. WHILE WE USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT OUR SERVICES ARE APPROPRIATE AND MEANINGFUL TO USERS, WE DO NOT GUARANTEE THAT ANY ASPECT OF OUR SERVICES) ARE TIMELY, ACCURATE OR COMPLETE. OUR SERVICES DO NOT OFFER LEGAL, TAX, INVESTMENT OR MEDICAL ADVICE. ALL USE OF OUR SERVICES AND ALL USE OF ANY SPONSOR’S OTHER SERVICES ARE SOLELY AT YOUR OWN RISK.

5.2. Disclaimers. YOU ACKNOWLEDGE AND UNDERSTAND THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR OTHERWISE PROVIDED ON OR IN OUR SERVICES OR ANY SPONSOR’S OTHER SERVICES OR ANY PORTION OF ANY OF THE FOREGOING:

5.2.1. Educational/Informational Use Only. OUR SERVICES ARE GENERAL IN NATURE AND PROVIDED FOR EDUCATIONAL AND INFORMATIONAL USE ONLY. YOU ACKNOWLEDGE AND AGREE THAT CARALLEL HAS NOT REPRESENTED ITSELF OR OUR SERVICES, OR ANY PORTION OF ANY OF THE FOREGOING, AS HAVING THE ABILITY TO PROVIDE LEGAL, TAX, MEDICAL, INVESTMENT OR OTHER PROFESSIONAL ADVICE, OR TO PERFORM ANY OTHER TASKS THAT CONSTITUTE THE PRACTICE OF ANY LICENSED PROFESSIONAL. WITHOUT LIMITING THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT CARALLEL IS NOT ENGAGED IN THE PRACTICE OF LAW, MEDICINE, FINANCE OR ACCOUNTANCY. Any legal, tax, medical, investment or other professional questions should be directed to a qualified professional who can advise you with respect to your circumstances.

5.2.2. Content and Caregiver Support Services. Carallel strives to provide accurate information in the Content and Caregiver Support Services but is not responsible for any errors or omissions in the information provided therein, or for the results obtained from your use of such information. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT CARALLEL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF OR THE RESULTS OF THE USE OF OUR SERVICES, REGARDING THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

5.2.3. No Other Warranties. YOU UNDERSTAND AND AGREE THAT OUR SERVICES AND CONTENT, INCLUDING ALL PARTS THEREOF, AND ANY OTHER MATERIALS, PRODUCTS AND/OR SERVICES PROVIDED BY CARALLEL OR ITS LICENSORS IS PROVIDED TO YOU “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CARALLEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHERMORE, CARALLEL, ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT ANY USE OF OUR SERVICES, AND/OR ANY FEATURES OR FUNCTIONALITY IN ANY OF THE FOREGOING, WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS.

5.3. No Liability. YOU UNDERSTAND AND AGREE THAT CARALLEL, ITS AFFILIATES AND LICENSORS SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON WHATSOEVER FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE RELATED TO 1) USE OF, OR INABILITY TO USE, OUR SERVICES, OR ANY SPONSOR’S OTHER SERVICES, BY YOU OR ANYONE ON YOUR BEHALF, 2) ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY CARALLEL OR ITS AFFILIATES OR LICENSORS OR ANY MEMBER OF THE CAREGIVER SUPPORT SERVICES TEAM; OR 3) ANY LOSS OR DESTRUCTION OF YOUR INFORMATION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR LOST SAVINGS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR TO THE USE OR ACCESS, OR INABILITY TO USE OR ACCESS, OR THE RESULTS OF ACCESS OR USE OF OUR SERVICES, OR SPONSOR’S OTHER SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN THE EVENT CARALLEL IS LIABLE TO YOU FOR ANY DIRECT DAMAGES UNDER ANY THEORY OF LAW, SUCH LIABILITY IS LIMITED TO $100.00, IN AGGREGATE.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY THE PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN THE PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF THE PROHIBITION UNDER APPLICABLE LAW.

5.4. California Residents. If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered, to the maximum extent permitted by law, including but not limited to that permitted by California Civil Code Section 1542, which states “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

6. Fees and Payment

The provisions of this Section 6 do not apply to you if your Sponsor has made Sponsored Services a benefit of your employment or status as an eligible member or customer. However, if at any time you opt to become a paid subscriber, the provisions of this Section 6 shall apply to you:

6.1. Fees. You agree to pay Carallel’s then-current fees for the use and access of our Services, (“Subscription”). We shall provide you with our then-current rates when you are notified of your Sponsor’s termination of our Services as a benefit. We will bill you automatically, in advance, each month for your Subscription using the credit card number you provide when registering as a paid subscriber. You agree to provide us with valid and updated credit card information, and you authorize us to charge such credit card each month for your Subscription. You agree to notify us of any changes to your credit card information. We reserve the right to increase our fees from time-to-time in the normal course of business. You may cancel your Subscription at any time, by contacting us at: subscriptions@carallel.com.

6.2. Suspension; Termination. We reserve the right to suspend your access and use of our Services, or terminate this Agreement, including terminating your access and use of our Services, if your credit card is refused for payment. We may terminate or suspend without further notice and, if suspended, we may require full payment of all outstanding amounts owed by you, prior to restoring access. This remedy is in addition to any other rights and remedies that may be available to us hereunder, or in law or equity.

7. Indemnification

You agree to defend, indemnify, and hold harmless Carallel, our affiliates, employees, agents and representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, fees, demands, suits, or proceedings (“Claim”) made or brought against us, our affiliates, employees, agents and representatives, that arises or may arise from (a) your Information, (b) your use of or access to our Services, or the acts of anyone on your behalf, (c) for a breach of this Agreement, (d) your violation of any law or rights of a third party, or (e) your acts that infringe or misappropriate the intellectual property rights of a third party. You agree to pay for any settlements, or damages awarded against us, and for reasonable attorney’s fees incurred by us, our affiliates, employees, agents and representatives in connection with any such Claim provided that we give you prompt written notice of the Claim and give you a reasonable opportunity to participate in the defense of the Claim.

8. Term and Termination

8.1. Term and Termination. This Agreement commences on the date you accept it, as described above, and continues until terminated, as provided herein. You may terminate this Agreement upon the material breach of Carallel, upon thirty (30) days’ notice if the breach is not cured during the thirty (30) day period. Carallel may terminate this Agreement upon written notice effective immediately upon your material breach. In addition, either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party. If we terminate without cause, the termination will be effective at the end of the then-current Subscription term and we will refund any prepaid but unused fees relating to the next Subscription term, if any were prepaid by you. If you terminate without cause, you agree that all fees paid are non-refundable and that you shall also pay all anticipated fees through the end of the then-current subscription term. In no event are you entitled to a refund of any fees paid by your Sponsor or any other party on your behalf. Notwithstanding anything in this Agreement to the contrary, this Agreement will terminate upon notice from your Sponsor that it is no longer providing Sponsored Services to you unless you elect to become a paid subscriber (as described in Section 1.11) by the date indicated in the notice, in which case this Agreement will not terminate.

8.2. Your Remedy. Your sole and exclusive remedy in the event of any dissatisfaction with our Services or a breach of this Agreement by Carallel is to terminate this Agreement and cease using our Services and, if applicable, receive a refund of any pre-paid but unused fees that you actually paid.

8.3. Return and Retention of Your Information. Your Information will be available for you to export or download for forty-five (45) days after the expiration of termination of this Agreement. After such forty-five (45) day period, your Information will be retained for legal or compliance purposes only. We are not responsible to you for the deletion or destruction of your Information after such forty-five (45) day period unless we have received your written request for an additional period after the initial forty-five (45) days following expiration or termination of this Agreement. Carallel retains your information in compliance with applicable law and for a timeframe that is reasonably necessary for the purposes disclosed in this Agreement.

8.4. Surviving Provisions. The following Sections shall survive the expiration or termination of this Agreement for any reason: Sections 1.2, 1.3, 1.4, 1.5, 1.6, 1.8, 1.9, 1.11, 1.12, 1.13, 2, 3, 4, 5, 6, 7, 8
and 9.

9. Miscellaneous

9.1. Governing Law and Venue. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Illinois, without regard to its principles of conflicts of laws. Venue and jurisdiction shall be exclusively in the state and federal courts located in Cook County, Illinois.

9.2. Notice. We may provide notices to you electronically, either via email to the address provided by you or your Sponsor, or if such notice is applicable to all users generally, we may post a notice on our Services. Except when this Agreement indicates that you may provide notice to us via email, any notices provided by you to us must be made in writing and will be effective upon the first business day after delivery to a nationally recognized courier for next-business day delivery. Notices to Carallel must be addressed to: CARALLEL, INC. at legal@carallel.com or 1720 W. Division St., Chicago IL 60622.

9.3. Waiver; Severability. Failure of either party to enforce a right under this Agreement shall not act as a waiver of any rights or a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this Agreement is alleged to be invalid or unenforceable, the provision shall be construed to have the broadest interpretation that would make it valid and enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.

9.4. Export Compliance. Our Services and technology underlying it may be subject to export laws and regulations of the United States and other jurisdictions. Each party shall comply with the export laws and regulations of the United States and other applicable foreign jurisdictions in providing and using our Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) you shall not permit any party to use your account to access or use our Services in violation of any U.S. export embargo, prohibition or restriction.

9.5. Force Majeure. We are not responsible for any delay or failure in performance caused by flood, riot, insurrection, fire, earthquake, strike, communication line failure, internet service provider failure, hosting service provider failure, power line failure, computer attacks, denial of service attacks, explosion, acts of terrorism, act of God, or any other force or cause beyond our reasonable control.

9.6. Section Headings. The division of this Agreement into Sections, and the insertion of captions and headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

9.7. Assignment. You may not assign this Agreement without our prior written consent. Any attempted assignment in violation of the foregoing shall be null and void, and of no force or effect.

9.8. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

9.9. No Publicity. You may not use our name, logo or registered or unregistered trademark for any reason without our prior written consent. This includes, by way of example and not limitation, any reference or link to our Services in any blog. You may notify us of any desired use of our name, logo or registered or unregistered trademark and we would be pleased to consider your interest in referencing us or linking from your blog to our Services.

9.10. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.

9.11. Entire Agreement; Authority; Amendment. This Agreement, consisting of all of the pages of this Agreement, together with all of the pages of the Privacy Policy and any other exhibits and attachments, if any, sets forth the entire, final and exclusive agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties. You may not amend this Agreement without our written consent. We reserve the right to modify or amend this Agreement at any time as described above.

9.12. Copyright Infringement. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on our website; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact our Copyright Agent for Notice of Claims of Copyright Infringement at:

1720 W. Division St.

Chicago, Illinois. 60622

Email: legal@carallel.com