Terms of UseEFFECTIVE DATE: June 30, 2021These Terms of Use (“Terms”) apply to your access and use of this website, content, products, and related services offered by Cactus App, Inc. and its subsidiaries and affiliates (“Cactus” or “we”, “us” or “our”). By visiting our websites, including, but not limited to, https://cactusapp.io, submitting anything to us through our websites or other platforms operated on our behalf and/or using the services we provide (collectively, our “Platform”), you agree to read, comply with and be legally bound by: (1) these Terms; (2) any additional terms and conditions, agreements, policies and additional terms published on our Platform or otherwise applicable to your access to or use of our Platform (the “Rules”); and (3) any agreements between us and you and/or a third party on whose behalf you access or use our Platform (“User Agreement”). These Terms, the Rules and User Agreements are collectively referred to in these Terms as the “Agreements”.REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR PLATFORM (IN WHOLE OR IN PART), YOU AGREE TO BE BOUND BY THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH THESE TERMS AND/OR ARE NOT ELIGIBLE TO USE OUR PLATFORM PURSUANT TO ANY OF THE AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE OUR PLATFORM (IN WHOLE OR IN PART).THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS BEFORE YOU USE OUR PLATFORM.ACCEPTANCE AND APPLICABILITY OF AGREEMENTSAcceptance of Agreements. By accessing or using our Platform you agree to be bound by these Terms, whether you access or use our Platform as a visitor (meaning that you browse our Platform without creating an account) or as a registered user (meaning that you have created an account with us). To use our Platform as a registered user, you must read and confirm that you accept these Terms and any other applicable Agreements.Eligibility. Without limiting anything set forth in the Agreements, our Platform is solely intended for use by individuals at least 18 years old (or age of majority if higher in your place of residence).Your Representations and Warranties. Without limiting anything set forth in the Agreements:by accessing or using our Platform, you represent to us that: (1) you are 18 years of age or older (or age of majority or older if higher in your place of residence); (2) you are legally able to enter into contracts; (3) that you are not a person barred from receiving or using our Platform under federal, state, local or other laws; and (4) you have not previously been suspended or prohibited from using our Platform for any reason other than your cancellation of your account on our Platform; andif you are agreeing to these Terms and/or accessing or using our Platform on behalf of a company or other legal entity, you: (1) represent and warrant to us that you have the authority to bind such entity to these Terms; and (2) the terms “you” and “your” as used herein shall, as context dictates, refer to you as an individual, such company or other legal entity and all individuals that access or use our Platform on behalf of such company or other legal entity.Changes to Terms.We may update or modify these Terms from time to time without providing notice to you by posting a revised version of these Terms on our website. You can review the most current version of these Terms at any time by clicking the “Terms of Use” link on our website. By accessing or using our Platform after any modification of these Terms, you agree to be bound by such modifications.The licenses granted under these Terms are expressly conditioned upon the terms and conditions contained in these Terms without modification by you. Any additional or different terms or conditions in any form delivered by you or on your behalf in any manner are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given by Cactus.Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:change or terminate all or any port of our Platform;restrict or terminate your access to all or any part of our Platform;refuse, move or remove anything that is available on our Platform; ordeny access to our Platform to anyone at any time in our sole and absolute discretion.Conflicts. In the event of any conflict between these Terms and any other Agreement, unless otherwise specified in such other Agreement, these Terms shall control.USE OF OUR PLATFORMAcceptable Use. Your access to and use of our Platform must comply with the following (the “Acceptable Use Restrictions”):You are only allowed to access and use our Platform for its intended purposes, as determined by us in our sole discretion.Without limitation, you are not allowed to access or use our Platform to: (1) publish, post, distribute or disseminate any content which is or could reasonably be viewed as: (a) hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise; (b) inciting violence, or containing nudity or graphic or gratuitous violence; (c) an unauthorized commercial communication of any kind (including, without limitation, spam); (d) fraudulent, inaccurate or misleading, or otherwise objectionable content of any kind; (e) infringing or violating someone else’s rights or otherwise violating the law; or (f) identifying any person without their consent or disclosing anyone else’s personal contact details or invading their privacy; (2) violate any laws; (3) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; or (4) engage in commercial activity except as expressly permitted under the applicable Agreements.You are also prohibited from: (1) reformatting or framing any portion of our Platform; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operations of our Platform; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, translating, disassembling, decompiling, translating or reverse engineering any portion of our Platform or otherwise attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming interoperability interfaces of our Platform; (5) disrupting or otherwise interfering with our Platform or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) collecting or storing, or attempting to collect or store, personal information about other users of our Platform, except as expressly permitted under the applicable Agreements; (8) engaging in any activity that is illegal under federal, state, local or other laws; (9) creating a false identity on our Platform; (10) creating an account on our Platform for anyone else (except when ,and only to the extent, you create one or more sub-accounts on our Platform for your employees or other representatives that are authorized to access or use our Platform on your behalf); (11) releasing to any third party information related to your access to or use of our Platform for purposes of monitoring our Platform’s availability, performance or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (12) copying our Platform, except as expressly permitted in the applicable Agreements; (13) accessing or using our Platform in a service bureau or time-sharing environment (including, without limitation, accessing or using our Platform to provide third parties a service consisting solely of the collection and entry of data and other information on our Platform); (14) selling, assigning, transferring, sublicensing, pledging, renting or otherwise sharing your rights under the Agreements; (15) creating any derivative works based upon our Platform; and (16) modifying, obscuring or removing any product identification or proprietary notices on our Platform or copies thereof.Companies and Other Legal Entities. If you are a company or other legal entity, the following provisions apply:our Platform may only be accessed and used by you and your officers, employees and contractors you authorize to access and use our Platform on your behalf (“Authorized Users”); without limiting anything provided in the applicable Agreements, you shall be responsible for the actions of your Authorized Users in connection with your obligations under these Terms, including, without limitation, any access or use of our Platform. You shall ensure that your Authorized Users: (1) do not breach these Terms; and (2) comply with all applicable laws in connection with their access to and use of our Platform; andyou acknowledge and agree that any breach of the applicable Agreements by your Authorized Users constitutes your breach of the applicable Agreements.Access to our Platform. Access and use of our Platform requires access to the Internet. You are responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless, or other connection and service fees associated with such access. Using our Platform may allow you to receive content on your mobile phone or wireless device. The manner in which that content is delivered to your mobile phone or wireless device may cause you to incur extra data, text messaging, or other charges from your wireless carrier, which are your sole responsibility.Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local, and other laws) and the applicable Agreements when accessing or using our Platform. Without limiting the foregoing, by accessing or using our Platform, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. If you access or use our Platform outside the United States, you are solely responsible for ensuring that your access to and use of our Platform in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation, to, in our sole discretion, monitor where our Platform is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Platform, in whole or in part, from any geographic location.Mistakes or Errors. Without limiting anything set forth in the applicable Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Platform.PLATFORM OWNERSHIP AND LICENSEOwnership. All right, title and interest in and to our Platform, including, but not limited to, all of the software and code that comprise and operate our Platform, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through our Platform are owned by us or third parties who have licensed their content to us. Our Platform is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Platform is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of our Platform.Marks. The Cactus names and logos (including, but not limited to, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks, and logos appearing within our Platform, unless otherwise noted, are trademarks (whether registered or not), service marks, and/or trade dress of Cactus (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks, and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited, or otherwise indicated within our Platform are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use any Other Marks that appear on our Platform without the prior written permission of the applicable third party.Limited License. Subject to your acceptance of, and compliance with, the applicable Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use our Platform in a manner that is consistent with the applicable Agreements and our Platform’s intended purpose(s). You obtain no rights in our Platform except to use it in accordance with the applicable Agreements. Without limiting the generality of the foregoing, you shall not access or use our Platform in violation of the terms set forth in any of the applicable Agreement, including, without limitation, the Acceptable Use Restrictions set forth in these Terms (collectively, “Prohibited Activities”). You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activity. You shall notify us immediately upon becoming aware of the commission by any person of a Prohibited Activity and shall provide us with reasonable assistance upon our request with any investigations we may conduct in connection with any such Prohibited Activity.ACCOUNTSRegistration Requirements. In addition to any applicable eligibility requirements, you are required to open an account or register with Cactus in order to use some of the features on our Platform. In connection with your account registration, you must provide true, accurate, current, and complete information about yourself as may be prompted in any registration form. If any information you previously provided to Cactus changes, you must promptly update the relevant information.Account Security and Responsibility. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password and account. You agree to: (1) notify Cactus immediately of any unauthorized use of your account or any breach of security; and (2) ensure that you fully logout of your account at the end of each session. You must set up your account in your own name (except when, and only to the extent, you create one or more sub-accounts on our Platform for your Authorized Users). You further agree not to access or use anyone else’s account on our Platform. Cactus cannot and will not be liable for any loss or damage arising from your failure to comply with this provision or any of the applicable Agreements. If Cactus suspends or terminates your account, you acknowledge that all information and content associated with such account will no longer be available to you.Additional Information Sharing. If you open an account, you understand that Cactus will collect and maintain information related to your access to and use of our Platform. Cactus connects, though may not always display, that information to your account in order to conduct our business operations.Our Termination or Suspension of Your Account. Without limiting any other rights we have under the applicable Agreements, in the event we determine, in our sole discretion, that your account information may be compromised due to your personal device being infected with a virus, malware, other malicious code, or due to other theft of your account information, we reserve the right, but do not have the obligation, to invalidate, delete, or otherwise modify your account in order to protect your account, the accounts of other users, and our systems from further damage or exposure. This may include proactively changing your password. If we need to do this, we will make reasonable efforts to inform you of any modifications made via the email address listed on your account or other viable means of communication.Cancellation. Subject to restrictions and other obligations set forth in the applicable Agreements, you may close your account by contacting us at support@cactusapp.io and following the instructions we provide. If you cancel your account, these Terms shall be terminated and your license to access and use our Platform shall immediately terminate and you must discontinue all access to and use of our Platform. Please note, in some circumstances, we may not permit you to close your account, including in situations where: (1) you are not permitted to close your account pursuant to the terms of an applicable Agreement; (2) you have an open dispute or claim; (3) if your account is subject to a hold; and/or (4) you are cancelling your account in an attempt to evade any investigation.Fees. You shall pay Cactus the fees and charges applicable to your access to and use of our Platform as specified under the applicable Agreements. Your authorization to access and use our Platform is contingent on your payment of all applicable fees and charges. Unless otherwise specified in the applicable Agreements, all fees and charges applicable to your access to and use of our Platform will be calculated using our then-current rates.YOUR CONTENT, STATEMENTS AND PERSONAL INFORMATIONUser Content. Our Platform may provide users with the ability to add, create, upload, submit, distribute, post, or share content on or through our Platform, including, but not limited to, website links, opinions, information, photos, profiles, videos, and audio clips (collectively, “User Content”). If you provide any User Content (“Your Content”), unless otherwise specified in an applicable Agreement, you expressly grant, and represent and warrant that you have the right to grant, us a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to publicly display, publicly perform, reproduce, distribute, create derivative works of and sublicense Your Content in any manner or through any media now known or later developed without any payment obligation to you. Without limiting the foregoing, you acknowledge and agree that Your Content may be viewable by any other users of our Platform (whether registered or unregistered). Further, you understand and agree that we have the right, but not the duty, to pre-screen, edit, refuse, move or remove any of Your Content posted to our Platform.Abusive and Offensive Language. Abusive or offensive language will not be tolerated on our Platform, social media sites or with our personnel. You are not entitled to make untrue, malicious and/or damaging comments with regard to our operations in any media or forum.Feedback. By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.TERMINATIONRight to Terminate. Subject to the terms set forth in the applicable Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your account, and/or your ability to access or use our Platform for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or in the case of any activity by you that may harm Cactus or other users, including, but not limited to, fraud, abuse of privileges, or misuse of our Platform. You agree that we will not be liable to you or any third party for any such termination.Effects of Termination. If we exercise our termination rights available under the applicable Agreements, your license to access and use our Platform shall immediately terminate and you must discontinue all access to and use of our Platform affected by such termination.Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.USER AND THIRD PARTY CONTENTUser Content. Your reliance on any User Content is at your own risk. We do not participate in any way in the development of any User Content. You acknowledge and agree that we and other third parties are not responsible or liable for, nor do we endorse, any User Content that appears on our Platform.Links to Third Party Websites. Our Platform may include links to other websites or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external sites or resources and that we do not endorse and are not responsible or liable for any such linked sites or other information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, we make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Your access to and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at your own risk.YOUR LIABILITYAgreement to Indemnify. YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR PLATFORM IN ACCORDANCE WITH THE APPLICABLE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH WE (OR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES) INCUR ARISING FROM ANY BREACH BY YOU OF THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OUR PLATFORM, YOUR CONNECTION TO OUR PLATFORM, YOUR VIOLATION OF THE APPLICABLE AGREEMENTS, OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the applicable Agreements, including the right to block access from a particular Internet address to our Platform and report misuses to law enforcement.DISCLAIMERSDisclaimer of all WarrantiesOUR PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO OUR PLATFORM (INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE COMPRISING ANY PORTION OF OUR PLATFORM), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT OUR PLATFORM WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.YOU HEREBY ACKNOWLEDGE THAT OUR PLATFORM MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR PLATFORM AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR PLATFORM CAUSED BY SUCH FACTORS.WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, YOUR CONTENT OR ANY OTHER INFORMATION YOU SUBMIT THROUGH OUR PLATFORM.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.Use of Platform at Your Sole Risk. YOUR ACCESS TO AND USE OF OUR PLATFORM, DOWNLOAD OF ANY SOFTWARE RELATING TO OUR PLATFORM, AND USE OF ANY INFORMATION WE MAY PROVIDE IN CONNECTION WITH YOUR ACCESS TO OR USE OF OUR PLATFORM IS AT YOUR SOLE OPTION, DISCRETION, AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF THE SOFTWARE RELATING TO OUR PLATFORM, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE, OR SOFTWARE. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO ACCESS OR USE OUR PLATFORM BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.No Creation of Warranty. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM ANY OF THE RELEASED PARTIES THROUGH OR FROM OUR PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.Third Party Statements. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE STATEMENTS, ADVICE OR OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED CACTUS SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS PROVIDED BY ANY THIRD PARTIES, AND SUCH STATEMENTS, ADVICE OR OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE OR OPINIONS OF CACTUS.LIMITATION OF LIABILITYMaximum Liability. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE AGREEMENTS AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF OUR PLATFORM SHALL BE THE AMOUNT OF $100.No Liability for Incidental Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF OUR PLATFORM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF OUR PLATFORM.Applicability of Limitations. 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 WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.Notice to California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”DISPUTE RESOLUTIONPLEASE READ THIS ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”) CAREFULLY. IT IS PART OF THE AGREEMENTS AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or your access to or use of our Platform that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Cactus, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of your access to or use of our Platform under the Terms.Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Cactus should be sent to 2059 N Humboldt Street, Denver, Colorado 80205. After the Notice is received, you and Cactus may attempt to resolve the claim or dispute informally. If you and Cactus do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Cactus made to you prior to the initiation of arbitration, Cactus will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.Time Limits. If you or Cactus pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Cactus, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Cactus.Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT. ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT AND LESS COSTLY THAN RULES APPLICABLE IN A COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND CACTUS IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU AND CACTUS WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.Waiver of Class or Consolidated Claims. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Cactus.Small Claims Court. Notwithstanding the foregoing, either you or Cactus may bring an individual action in small claims court.Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Denver County, Colorado, for such purpose.COPYRIGHT INFRINGEMENT CLAIMSCactus Policy. Cactus respects the intellectual property rights of others. You must ensure that Your Content does not infringe any third party’s copyright. We will remove Your Content and other materials on our Platform in accordance with the Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that any User Content or other materials on our Platform infringe a third party’s copyright. Additionally, subject to Section 12.4 below, Cactus will terminate your account if you are a repeat infringer.Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any user submission or other content on our Platform infringes upon your copyrights, you may submit a notification pursuant to the DMCA to the address provided below. Such notification must contain the following:a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; anda statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.Cactus may disclose DMCA notices to affected users and third party databases that collect information about copyright takedown notices.Counter Notifications. If Your Content is removed pursuant to a notice of copyright infringement and you want to challenge the removal, you must provide us a counter-notification to the address provided below. Such counter-notification must contain the following:information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;a description of the material that was removed and where the material previously appeared on our Platform reasonably sufficient to permit us to identify the material;a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if you address is outside the United States, any judicial district in which Cactus may be found (the United States District Court for the District of Colorado) and that you will accept service of process from the person who provided the original DMCA notice or an agent of that person; andyour physical or electronic signature.Cactus will forward any complete counter notification to the person who provided the initial DMCA notice. The copyright owner(s) may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that such a lawsuit has been filed within ten (10) business days after we provide notice of your counter notification, we may restore the removed materials. Until that time, your materials will remain removed.Repeat Infringers. We will terminate your account if you receive three (3) DMCA takedown actions. A “DMCA takedown action” occurs each time Your Content or other materials are removed due to a DMCA notice. We may group multiple DMCA notices received in a short period of time as a single DMCA takedown action. We may remove a DMCA takedown action in appropriate circumstances, such as where: (1) the material is restored due to a DMCA counter notification; or (2) the party who provided the DMCA notice withdraws their complaint. The foregoing shall not limit our other termination rights provided in these Terms or any other rights available to us under the applicable Agreements, including, but not limited to, terminating any account or other rights to access or use our Platform due to your repeated violation of the applicable Agreements.Address for Notices. DMCA notices and counter notifications may be sent to our designated agent, [NAME] at the following addresses:By email to: [EMAIL ADDRESS]By mail to: [NAME]Attn: [NAME/TITLE][ADDRESS LINE 1][ADDRESS LINE 2]ADDITIONAL TERMSGoverning Law. These Terms will be governed by the laws of Colorado, without giving effect to any principles of conflicts of laws.Electronic Communications. The communications between you and Cactus use electronic means, whether you access or use our Platform or send us emails, or whether we post notices on our Platform or communicate with you via email. For contractual purposes, you (1) consent to receive communications from Cactus in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Cactus provides to you electronically, including, without limitation, the Rules, satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.Severability. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Terms shall continue in effect.Waivers. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.Assignment. We reserve the right to transfer, assign, sublicense or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense or otherwise transfer in any manner whatsoever any of your rights or obligations under these Terms.Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.Support. If you have any questions or concerns about our Platform or these Terms, please email us at support@cactusapp.io.