Last updated: 15th of November 2023.

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‍Acceptance of These Terms of Service

Koodos, Inc. (“Koodos”, “Shelf,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at https://www.shelf.im and our affiliated sites (individually, a “Site” and, collectively, the “Sites”) as well as, potentially, through other forms of media and channels (collectively, the Site and such other forms of media and channels, including any updated or new features, functionality and technology, being the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using any Site or any other aspect or form of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you may not and will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on a Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST Shelf ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At Shelf, we respect the privacy of our users. For more information please see our Privacy Policy, located at shelf.im/privacy-policy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: Shelf’s Service may include providing you with, among other things, (i) ways to create, use, manage, pool, store, and distribute data, text, prompts, messages, files, images, videos, styles, objects, or other media from Shelf and/or third parties, (ii) ways to organize or modify such data, text, prompts, messages, files, images, videos, styles, objects, or other media or use them in the creation or modification of products, content, models, and/or other items, (iii) the ability to access and configure human-in-the-loop job task tools, data, and other related information, communications, media, and other content, and (iv) account registration.  Note that any products or services that we offer to users (for which the users may receive any form of payments or gift cards) are currently limited to users in the United States.
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Your Registration Obligations: You may be required to register with Shelf or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.  In any event and notwithstanding the foregoing, you agree that, if you use the Service, you are of legal age to use the Service, to understand and agree to this Terms of Service, as well as to contract with Shelf.

Accounts:  Subject to the terms of these Terms of Service, access to Shelf’s platform (the “Platform”) requires that you register as a user of the Platform and establish a user account on the Platform (an “Account”).  Approval of your request to establish and maintain any Account will be at the sole discretion of Shelf.  Your Account and the user identification and password for your Account (your “Account ID”) is personal in nature.  Your Account is for your personal use and your Account ID may be used only by you alone.  You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID.  You are solely responsible for all use of the Platform and all content and Services through your Account.  You will ensure the security and confidentiality of your Account ID and will notify Shelf immediately if your Account ID is lost, stolen, or otherwise compromised.  You are fully responsible for all liabilities and damages incurred through the use of your Account or under your Account ID (whether lawful or unlawful), and any transactions completed through your Account or under your Account ID must be lawfully completed by you.  You may not select or use an Account ID of another person with the intent to impersonate that person.  You may not use an Account ID that Shelf, in its sole discretion, deems offensive.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and Account details, if any, and are fully responsible for any and all activities that occur under your password or Account. You agree to (a) immediately notify Shelf of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session when accessing the Service. Shelf will not be liable for any loss or damage arising from your failure to comply with this paragraph.

In addition, in connection with establishing your Account, you may be asked to submit certain information about yourself (“Account Information”).  You agree that (i) all Account Information you provide will be accurate, complete, and current; and (ii) you will maintain and promptly update your Account Information to keep it accurate, complete and current.  You are solely responsible for confirming the set-up and configuration of your Account in all respects and for making all changes and updates thereto through these Terms of Service.

Modifications to Service: Shelf reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Shelf will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Shelf may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Shelf’s or its third-party service providers’ servers on your behalf. You agree that Shelf has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Shelf reserves the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that Shelf reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Deletion of User Content: Shelf may provide you with functionality to enable you to delete certain User Content (as defined below) that is stored by Shelf.  You acknowledge that if you delete or need Shelf to delete certain portions  of your User Content, your use of the Service may be impacted and/or Shelf may need to delete other User Content that contains or is derived from the User Content that you are attempting to delete (including potentially all of your User Content) in order to properly process your deletion request.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, prompts, software, music, sound, photographs, graphics, messages, styles, objects, and other materials (“content”) that you make available to Shelf, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Shelf. Shelf reserves the right to investigate and take appropriate legal action against anyone who, in Shelf’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the Account of such violators, and reporting the violator to law enforcement authorities. You agree not to use the Service to:

1. Email, otherwise upload, create, facilitate, or distribute any content, product, or service that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) poses or creates a mental or physical health risk to any person; (vi) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vii) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable (or to use the Service for those purposes); or (viii) in the sole judgment of Shelf, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Shelf or its users to any harm or liability of any type;

2. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

3. Violate any applicable local, state, national, or international law, or any regulations having the force of law;

4. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

5. Solicit personal information from anyone under the age of 18 or submit content of any person under the age of 18;

6. Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

7. Make personal information about yourself or another person public to other users, such as phone numbers, residential addresses, social security numbers, driver’s license numbers, or account numbers.

8. Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

9. Further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

10. Obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;

11. Circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks;

12. Unless specifically authorized by Shelf, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service or Platform; or

13. Unless specifically authorized, engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Shelf from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors: No employee, independent contractor, agent, or affiliate of any competing social media, digital media, data marketplace, or artificial intelligence company is permitted to view, access, or use any portion of the Service without express written permission from Shelf. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Shelf or any of its affiliates, or acting on behalf of a competitor of Shelf in using or accessing the Service.

Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to provide information regarding your credit card or other payment instrument. You represent and warrant to Shelf that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Shelf or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Shelf the amount during the checkout process in accordance with the terms of such plan and these Terms of Service.  If you dispute any charges you must let Shelf know within sixty (60) days after the date that Shelf charges you, or within such longer period of time as may be required under applicable law.  We reserve the right to change Shelf’s prices. If Shelf does change prices, Shelf will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Shelf’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Shelf’s net income.

Payment Processing: Notwithstanding any amounts owed to Shelf hereunder, Shelf DOES NOT DIRECTLY PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service, we may use Giftbit and its affiliates (“Giftbit”), Stripe, Inc. and its affiliates (“Stripe”) or other third-party payment processors (collectively, “Payment Processors”). These payment processing services are subject, as applicable, to the Giftbit’s terms and conditions and other policies (including its privacy policy) available at https://www.giftbit.com/terms-and-privacy (collectively, the "Giftbit Agreements"), Stripe’s terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”) and/or the applicable other Payment Processor terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the Giftbit Agreements, Stripe Agreements and/or applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by Giftbit, Stripe and/or the applicable Payment Processor from time to time. You hereby authorize Giftbit. Stripe and/or the applicable Payment Processor to store and continue billing your specified payment method, if it is provided to them, even after such payment method has expired, to avoid, to the extent applicable, interruptions in your use of the Service. Please contact Giftbit, Stripe and/or the applicable Payment Processor for more information. Shelf assumes no liability or responsibility for any payments processed through the Service.

Refunds and Cancellations: Payments made by you hereunder are final and non-refundable, unless (i) stipulated, agreed to, or as otherwise determined by Shelf or (ii) required by applicable law.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes. The Service is for your personal use.

Mobile Services and Software

Mobile Services: The Service includes certain services and functionalities that are available via a mobile device, such as (i) the ability to upload content to the Platform via a mobile device and (ii) the ability to browse through the Platform, Services, and the Sites from a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Text and Email Communications Services:  Shelf may communicate with its users through email messages.  You can also invite others to use the Service through the Communication Services by providing the phone numbers and/or email addresses of those you want to invite or by selecting the individuals you want to invite from your contacts list (if you have uploaded one), and taking the actions to send those individuals an invitation text or email message. By inviting others to use the Service, you represent to us that those you invite consent to receive the invitation messages and that you are authorized to convey that consent to us.

Ownership; Restrictions: The technology and software underlying the Service and/or Platform or distributed in connection therewith are the property of Koodos Inc, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software or the Platform. Any rights not expressly granted herein are reserved by Shelf.

Special Notice for International Use; Export Controls: Shelf is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software, Platform, or Services is at your sole risk.

Third-Party Distribution Channels: Shelf offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
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Open Source Software and Libraries: The Software may contain or be provided together with open source software or libraries. Each item of open source software or from an open source library is subject to its own license terms.  For instance, the terms for ReactJS can be found at https://opensource.fb.com/legal/terms/. If required by any license for a particular open source software or library, Shelf makes such open source software or library, and Shelf’s modifications to that open source software or library (if any), available by written request to support@koodos.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Shelf, you agree not to modify, copy, frame, scrape, use automate bots on, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined above) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Shelf. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Koodos Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of the Koodos Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Shelf be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Shelf might not pre-screen or moderate content and might do so consistently, but that Shelf and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Shelf and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Shelf, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Shelf and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, upload, store, modify, and otherwise use your User Content in connection with the operation of the Service in any form, medium or technology now known or later developed; provided that in each case, Shelf’s use of any User Content that constitutes “personal information” or “personal data” shall be subject to and limited only to the extent authorized by our Privacy Policy.  In addition, notwithstanding anything else herein, Shelf must obtain your consent in order to (1) publicly display your User Content or (2) use your User Content to promote, market, or advertise the Services.  You assume all risk associated with your User Content and the transmission of your User Content.  You have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

You hereby authorize Shelf and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may otherwise use Usage Data for purposes that are in accordance with applicable law or our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Shelf are non-confidential.  Shelf will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Shelf may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal processes, applicable laws, or governmental actions; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Shelf, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: Shelf respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Shelf of your infringement claim in accordance with the procedure set forth below.

Shelf will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Shelf’s Copyright Agent at support@koodos.com (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail or facsimile at:

Attn: Legal Department

Koodos, Inc.

515 Greenwich Street,

New York, NY 10013.

To be effective, the notification must be in writing and contain the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;

• identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;

• Identification of the content that is claimed to be infringing or to be the subject of infringing activity (and, where the content that you claim is infringing is located on the Service or Platform, with enough detail that we may find it on the Service or Platform);

• 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 or intellectual property owner, its agent, or the law; and

• A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;

• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• A statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and

• Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the County of San Francisco and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
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If a counter-notice is received by the Copyright Agent, Shelf will send a copy of the counter-notice to the original complaining party informing them that Shelf may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Shelf or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Shelf has adopted a policy of terminating, in appropriate circumstances and at Shelf’s sole discretion, the Accounts of users who are deemed to be repeat infringers. Shelf may also at its sole discretion limit access to the Service and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Services and Websites

The Service and Platform may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may, if authorized by us, enable or log in to the Service via various online Third-Party Services, such as social media and social networking services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services—and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service or Platform, please see our Privacy Policy. Shelf has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, content, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Shelf, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Shelf enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Shelf will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Shelf, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Shelf Parties”) from any and all first and third party claims, lawsuits, demands, actions, losses, damages, costs, or claims, including, but not limited to, all related liabilities, expenses (including reasonable attorneys’ fees), and injuries (mental or physical, including death) arising out of or relating to:

1. Your use of the Service;

2. Any User Content;

3. Your connection to the Service;

4. Any content, product, or service you receive, produce, facilitate, or distribute in connection with the Service (including any patent, copyright, trademark or other intellectual property infringement claim associated with the foregoing);

5. Your violation of these Terms of Service; or

6. Your violation of any rights of another.

Shelf will provide notice to you of any such claim, lawsuit, or proceeding. Shelf reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Shelf’s defense of such matter. You may not settle or compromise any claim against the Shelf Parties without Shelf’s written consent.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE Shelf PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Shelf PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Shelf PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Shelf PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE Shelf PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID Shelf IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Shelf, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Shelf are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND KOODOS INC AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND Shelf AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution

Shelf is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@koodos.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Shelf should be sent to Attn: Legal, Koodos, Inc., 515 Greenwich Street, New York, NY 10013 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Shelf and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Shelf may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Shelf or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Shelf is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Shelf and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Shelf agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Shelf or you under the AAA Rules, Shelf and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Shelf will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Shelf will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, must be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to the Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Shelf agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Shelf written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

Shelf reserves the right to monitor the Sites, Service, and Platform for violations of the Terms of Service.  You agree that Shelf, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Shelf believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Shelf may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Shelf may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that Shelf will not be liable to you or any third party for any termination of your access to the Service.  If Shelf terminates or suspends your Account for a violation of these Terms of Service, you may not register a new Account under your name, any other name, or a third party, even if you are acting on a third party's behalf.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Shelf will have no liability or responsibility with respect thereto. Shelf reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Shelf governing your access and use of the Service, and supersede any prior agreements between you and Shelf with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Shelf submit to the personal and exclusive jurisdiction of the state and federal courts located within the County of Manhattan, New York. The failure of Shelf to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Shelf, but Shelf may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Shelf will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Shelf’s reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Attn: Koodos, Inc., 515 Greenwich Street, New York, NY 10013 .

U.S. Government Restricted Rights

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Questions? Concerns? Suggestions?

Please contact us at support@koodos.com or Attn: Legal, Koodos, Inc., 515 Greenwich Street, New York, NY 10013 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.