Terms of Service

Last updated: January 28, 2026

If you're looking for our Privacy Policy, it's here: https://www.shelf.im/privacy-policy

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 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 these Terms of Service, you may not access, browse, or 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. We will also notify you of any material changes through the Service user interface, a pop-up notice, email, or other reasonable means. Your continued use of the Service after the effective date of any such changes constitutes your acceptance of the new Terms of Service.

IMPORTANT NOTICE REGARDING ARBITRATION

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 EXCEPTIONS) 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 US 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 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 at https://www.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 described in the Privacy Policy.

Additional Terms

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 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 media or use it 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 content; and
(iv) account registration.

Note that any products or services we offer to users (for which users may receive payments or gift cards) are currently limited to users in the United States.

Your Registration Obligations

You may be required to register with Shelf or provide information about yourself (for example, name and email address) to access and use certain features of the Service. If you register, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service. 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. By using the Service, you represent that you are of legal age to use the Service and to enter into these Terms of Service.

Accounts

Access to Shelf’s platform (the "Platform") requires that you register as a user and establish a user account on the Platform (an "Account"). Approval of your request to establish and maintain an Account will be at our sole discretion.

Your Account and the user identification and password for your Account (your "Account ID") is personal. Your Account is for your personal use and your Account ID may be used only by you. You may not distribute or transfer your Account or Account ID or provide a third party with access to 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 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). 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 we deem offensive in our sole discretion.

Member Account, Password and Security

You are responsible for maintaining the confidentiality of your password and Account details and are fully responsible for 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 section.

Account Information

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 and for making all changes and updates through the Service.

Modifications to Service

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

General Practices Regarding Use and Storage

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 and the maximum storage space 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. Shelf reserves the right to terminate Accounts that are inactive for an extended period of time and to change these practices and limits at any time, in its sole discretion, with or without notice.

Deletion of User Content

Shelf may provide functionality to enable you to delete certain User Content (defined below) stored by Shelf. You acknowledge that if you delete (or request deletion of) portions of your User Content, your use of the Service may be impacted and Shelf may need to delete other User Content that contains or is derived from the deleted content (including potentially all of your User Content) to 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 ("uploading") via the Service or by emailing or otherwise making available to other users (collectively, "User Content").

The following are examples of content and/or uses that are illegal or prohibited. Shelf reserves the right to investigate and take appropriate legal action against anyone who violates this provision, including removing offending content, suspending or terminating Accounts, and reporting violators to law enforcement. You agree not to use the Service to:

1. Email, upload, create, facilitate, or distribute any content, product, or service that:
   (i) infringes intellectual property or other proprietary rights of any party;
   (ii) you do not have a right to upload under law or under contractual or fiduciary relationships;
   (iii) contains software viruses or other harmful code;
   (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 advertising, promotional materials, commercial activities, "junk mail," "spam," chain letters, pyramid schemes, contests, sweepstakes, or solicitations;
   (vii) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy, hateful, discriminatory, or otherwise objectionable; or
   (viii) in our sole judgment is objectionable or restricts or inhibits any other person from using or enjoying the Service, or which may expose Shelf or its users to harm or liability.

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

3. Violate any applicable local, state, national, or international law or 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 for sending 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 goods or services for any business purpose 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 content or information through any means not intentionally made available through the Service.

11. Circumvent, remove, alter, deactivate, degrade, or thwart content protections or geographic restrictions on any content 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 software comprising or making up part of the Service or Platform.

13. Unless specifically authorized, engage in 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 measures to circumvent such blocking (for example, by masking your IP address or using a proxy or VPN).

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 accessing the Service, you represent that you are not a competitor of Shelf or acting on behalf of a competitor.

Fees

To the extent the Service (or any portion) is made available for a fee, you may be required to provide information regarding your payment instrument. You represent 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 applicable payment processor if changes occur (for example, billing address or expiration date).

You agree to pay the amount shown during checkout in accordance with the plan terms and these Terms of Service. If you dispute charges, you must notify Shelf within sixty (60) days after the date of the charge (or longer if required by law). We reserve the right to change prices and will provide notice at least thirty (30) days before a price change takes effect. Your continued use after the effective date constitutes agreement to pay the updated amount. You are responsible for applicable taxes, other than taxes based on Shelf’s net income.

Payment Processing

Shelf does not directly process payments. 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 services are subject to the Payment Processors’ terms and policies, including:

• Giftbit terms and privacy: https://www.giftbit.com/terms-and-privacy

• Stripe legal terms: https://stripe.com/legal

• Stripe privacy: https://stripe.com/privacy

By using payment functions, you also agree to be bound by the applicable Payment Processor agreements, as modified from time to time by the Payment Processor. You authorize the Payment Processor to store and continue billing your specified payment method (if provided), even after it has expired, to help avoid interruptions. Please contact the Payment Processor for more information. Shelf assumes no liability or responsibility for payments processed through the Service.

Refunds and Cancellations

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

Commercial Use

Unless expressly authorized by us, 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 available via a mobile device, such as uploading content and browsing the Platform, Services, and Sites (collectively, "Mobile Services"). Carrier charges, data rates, and other fees may apply. 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 users through email messages. You can invite others to use the Service by providing phone numbers and/or email addresses, or by selecting individuals from your contacts (if you upload them), and sending invitation text or email messages. By inviting others, you represent that the recipients consent to receive 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 with it, are the property of Koodos Inc., its affiliates, and its licensors (the "Software"). You agree not to copy, modify, create derivative works 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 Platform. Any rights not expressly granted are reserved by Shelf.

Special Notice for International Use; Export Controls

Shelf is headquartered in the United States. Whether inside or outside the United States, you are responsible for compliance with the laws of your jurisdiction. The Software and transmission of applicable data may be subject to United States export controls. No Software may be downloaded from the Service or Platform or 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 may offer Software through the Apple App Store, Google Play Store, or other distribution channels ("Distribution Channels"). If you obtain Software through a Distribution Channel, you may be subject to additional terms of that Distribution Channel. These Terms of Service are between you and us only, not with the Distribution Channel. If you use third-party products or services in connection with the Service, you agree to comply with the applicable terms for those products or services.

Open Source Software and Libraries

The Software may contain or be provided together with open source software or libraries. Each open source component is subject to its own license terms. For example, React terms can be found at https://opensource.fb.com/legal/terms/.

If required by any license, Shelf makes the applicable open source software (and modifications, if any) available by written request to support@koodos.com. Copyrights to open source software are held by the respective copyright holders.

Intellectual Property Rights

Service Content

You acknowledge that the Service may contain content or features ("Service Content") protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized, you agree not to modify, copy, frame, scrape, use automated bots on, rent, lease, loan, sell, distribute, or create derivative works based on the Service or Service Content, in whole or in part, except that this does not apply to your own User Content uploaded in accordance with these Terms. Any other use 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. Nothing in these Terms or the Service should be construed as granting any license or right to use any Shelf or Koodos trademarks without our prior written permission. All goodwill generated from use of Shelf or Koodos trademarks will inure to our exclusive benefit.

Third-Party Material

Under no circumstances will Shelf be liable for any content or materials of third parties (including users), including errors or omissions, or any loss or damage incurred as a result of use of such content. Shelf may (but is not obligated to) pre-screen or moderate content and may refuse or remove content that violates these Terms or is otherwise objectionable in our sole discretion. You must evaluate, and bear all risks associated with, the use of any content.

User Content

You represent and warrant that you own all right, title, and interest in and to your User Content, including all copyrights and rights of publicity.

You 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 operation of the Service in any form, medium, or technology now known or later developed, provided that Shelf’s use of any User Content that constitutes "personal information" or "personal data" will be subject to and limited to the extent authorized by our Privacy Policy.

Notwithstanding anything else, Shelf must obtain your consent to:
(1) publicly display your User Content; or
(2) use your User Content to promote, market, or advertise the Service.

You assume all risk associated with your User Content and its transmission. You are solely responsible for the accuracy, quality, legality, and appropriateness of your User Content.

Usage Data

You 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 use Usage Data in accordance with applicable law and our Privacy Policy.

Submissions

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

Preservation and Disclosure

You acknowledge Shelf may preserve User Content and may disclose User Content if required by law or in good faith belief that preservation or disclosure is reasonably necessary to:
(a) comply with legal process, applicable laws, or governmental actions;
(b) enforce these Terms;
(c) respond to claims that any content violates third-party rights; or
(d) protect the rights, property, or personal safety of Shelf, users, or the public.

You understand that technical processing and transmission of the Service, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints (DMCA)

Shelf respects the intellectual property of others and asks users to do the same. If you believe your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, notify Shelf as follows.

DMCA Takedown Requests

Email Shelf’s Copyright Agent at support@koodos.com (subject line: "DMCA Takedown Request"). You may also contact by mail:

Attn: Legal Department
Koodos, Inc.
515 Greenwich Street
New York, NY 10013

To be effective, your notice must be in writing and include:

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

• Identification of the copyrighted work or other intellectual property claimed to be infringed (or a representative list if multiple works);

• Identification of the content claimed to be infringing (and where located on the Service) with sufficient detail for us to find it;

• Your address, telephone number, and email address;

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

Counter-Notice

If you believe your User Content that was removed (or disabled) is not infringing, or you have authorization to upload and use it, you may send a written counter-notice to the Copyright Agent including:

• Your physical or electronic signature;

• Identification of the content removed or disabled and the location where it appeared before removal or disablement;

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

• Your name, address, telephone number, and email address, plus a statement that you consent to the jurisdiction of the federal court located within the County of Manhattan, New York, and that you will accept service of process from the person who provided the original notice.

If a counter-notice is received, Shelf will send a copy to the original complaining party and may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable work files an action seeking a court order against Shelf or the user, removed content may be replaced or access 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, Accounts of users deemed to be repeat infringers. Shelf may also limit access and/or terminate Accounts of users who infringe intellectual property rights of others, whether or not there is repeat infringement.

Third-Party Services and Websites

The Service and Platform may provide links or other access to services, sites, technology, and resources provided by third parties ("Third-Party Services"). You may be able to enable or log in via Third-Party Services such as social media services. Your access and use of Third-Party Services may be subject to additional terms, conditions, and privacy policies, and you may need separate accounts.

Some Third-Party Services may provide us access to information you provided to those third parties, and we will use, store, and disclose such information in accordance with our Privacy Policy. Shelf has no control over and is not responsible for Third-Party Services, including their accuracy, availability, reliability, content, completeness, or privacy practices. You are responsible for all costs associated with your use of Third-Party Services. Shelf enables Third-Party Services as a convenience and does not imply endorsement. Any dealings with third parties are between you and the third party. Shelf is not responsible for any damage or loss caused or alleged to be caused by use of or reliance on Third-Party Services.

Indemnification

To the extent permitted by 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 and against any and all claims, lawsuits, demands, actions, losses, damages, costs, or claims, including 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 intellectual property infringement claims);

5. your violation of these Terms; or

6. your violation of any rights of another.

Shelf will provide notice to you of any such claim. Shelf may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with reasonable requests assisting Shelf’s defense. 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 DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE 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) RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU UNDERSTAND AND AGREE THAT THE SHELF PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM:
(A) USE OR INABILITY TO USE THE SERVICE;
(B) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
(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 CERTAIN DISCLAIMERS OR LIMITATIONS. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

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

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

This section contains an agreement to arbitrate and a class action waiver. Unless you opt out as described below, you and Shelf agree that disputes between us will be resolved by binding arbitration on an individual basis.

1) Definitions

"Shelf," "we," "us," or "our" means Koodos, Inc.
"Covered Parties" means the Shelf Parties (as defined above) and any past, present, and future parents, subsidiaries, and affiliates, and each of their respective successors and assigns.
"Dispute" means any dispute, claim, or controversy of any kind between you and any Covered Party that arises out of or relates to:
(a) these Terms; (b) the Service; (c) your account; (d) your relationship with Shelf;
(e) any advertising, marketing, or communications; or
(f) privacy, data use, data collection, data sharing, or security practices,
whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.

2) Informal Resolution First (Required)

Before starting arbitration, the party bringing a Dispute must send the other party a written Notice of Dispute ("Notice") and allow time to resolve it.

How to send Notice:

• To Shelf: Attn: Legal, Koodos, Inc., 515 Greenwich Street, New York, NY 10013 (the "Notice Address").

• You may also email a copy to: support@koodos.com with the subject line "Notice of Dispute."

• To you: we will send Notice to the email associated with your account (or another reasonable method).

What Notice must include:

• Your name and account email (and, if available, username).

• A brief description of the Dispute and facts supporting it.

• The specific relief you are seeking.

• If represented by counsel, counsel’s name and contact information.

If the parties do not resolve the Dispute within sixty (60) days after a complete Notice is received, either party may commence arbitration. Any applicable statute of limitations will be tolled during this informal resolution period.

3) Agreement to Arbitrate; Federal Arbitration Act

Except as described in Section 4 (Excluded Matters), you and Shelf agree that all Disputes will be resolved exclusively through final and binding arbitration, rather than in court. The Federal Arbitration Act ("FAA") governs interpretation and enforcement of this Arbitration Agreement.

4) Excluded Matters

The following are not required to be arbitrated:
(a) individual claims brought in small claims court, if they qualify and remain in small claims court; and
(b) requests for public injunctive relief, but only to the limited extent applicable law requires such requests to be heard in court rather than in arbitration.

If a Dispute includes a request for public injunctive relief that must be decided by a court, the parties agree that:
(i) any remaining claims will be arbitrated; and
(ii) the court proceeding will be stayed to the maximum extent permitted while arbitration proceeds, unless a court orders otherwise.

For any court proceedings under this Section 4, you and Shelf submit to the personal and exclusive jurisdiction of the state and federal courts located within the County of Manhattan, New York.

5) Class Action Waiver; Representative Actions; Consolidation

YOU AND SHELF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS.
This means:

• No class actions, class arbitrations, private attorney general actions, or other representative proceedings.

• The arbitrator may not consolidate more than one person’s claims or preside over any representative proceeding.

• The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that individual party’s claim(s), except the arbitrator may award public injunctive relief to the extent required for enforceability of this provision.

6) Arbitration Rules and Administrator

Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by this Arbitration Agreement. If the AAA is unavailable or declines to administer, the parties will agree to a comparable administrator. If the parties cannot agree, a court may appoint an administrator and arbitration will proceed consistent with the FAA and this Arbitration Agreement.

7) Delegation

The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of it is void or voidable, except that a court will decide the enforceability of the class action waiver in Section 5 to the extent required by law.

8) Location; Remote Hearings; Small Claims Amounts

Unless you and Shelf agree otherwise, any hearing will take place in a reasonably convenient location for both parties, or remotely (video or phone), with due consideration of ability to travel and other circumstances.

If your claim is for $10,000 or less, you may choose whether arbitration will be conducted:
(i) solely on the basis of documents;
(ii) by phone or video; or
(iii) by an in-person hearing,
consistent with the AAA rules.

9) Fees and Costs

Payment of filing, administration, and arbitrator fees will be governed by the AAA rules, unless otherwise required by applicable law.

If you demonstrate to the arbitrator that the costs of arbitration would be prohibitive compared to litigation, Shelf will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will bear its own attorneys’ fees unless a statute or the arbitrator’s award provides otherwise.

10) Mass Arbitration; Batching Procedure

This procedure applies if twenty-five (25) or more similar arbitration demands are submitted that:
(i) raise similar issues of fact or law; and
(ii) are brought by or with the assistance of the same or coordinated counsel ("Mass Arbitration").

(a) Good-faith global resolution conference
Before any fees beyond initial case initiation are incurred for the batching process below, the parties agree to participate in a good-faith global settlement conference (remote is fine). Either party may request AAA mediation after the 60-day informal period.

(b) Batching
Demands in a Mass Arbitration will be processed in sequential batches of up to ten (10) cases at a time (each a "Batch").

• The first Batch will include ten (10) demands selected as follows: five (5) chosen by claimants and five (5) chosen by Shelf.

• If fewer than ten demands remain, the Batch will include all remaining demands.

(c) Stay of remaining demands
All other demands will be held in abeyance (stayed) until the prior Batch is resolved through a final award or settlement.

(d) Mediation between Batches
After the first Batch is resolved, the parties will participate in mediation regarding all remaining demands before proceeding to the next Batch, unless both parties agree in writing to proceed directly to the next Batch.

(e) Individual nature preserved
Batching is a case management mechanism only. Each claimant’s arbitration remains an individual case. The arbitrator will issue an individual decision for each claimant in the Batch.

(f) Tolling
Any applicable statute of limitations for demands held in abeyance will be tolled from the date a complete Notice is received through the conclusion of the batching process for that demand.

If a court or arbitrator determines that this Section 10 is unenforceable as written, the Mass Arbitration will proceed under the administrator’s applicable mass arbitration procedures to the extent available, and otherwise in a manner that best effectuates the intent of this section while preserving fairness and efficiency.

11) Confidentiality

To the extent permitted by law, the parties will keep confidential the arbitration proceedings and any award, except as necessary to prepare for or conduct the hearing, to seek court confirmation or enforcement of an award, or as required by law.

12) Opt-Out of Arbitration and Class Action Waiver

You may opt out of this Arbitration Agreement and the class action waiver by sending written notice within thirty (30) days of the earlier of:
(i) the date you first create an account; or
(ii) the date you first accept these Terms.

Your opt-out notice must include your name, account email, and a clear statement that you want to opt out of arbitration and the class action waiver. Send your opt-out notice to the Notice Address above, and you may also email a copy to support@koodos.com with the subject line "Arbitration Opt-Out." If you opt out, neither you nor Shelf will be bound by this Arbitration Agreement or the class action waiver.

13) Severability

If any portion of this Arbitration Agreement is found unenforceable, the unenforceable portion will be severed and the remainder will be enforced to the maximum extent permitted by law, except that if the class action waiver in Section 5 is found unenforceable and cannot be severed without materially changing this Arbitration Agreement, then this Arbitration Agreement will be null and void, unless the invalidity relates solely to claims for public injunctive relief.

14) Future Changes

If Shelf makes any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject the change by sending Shelf written notice within thirty (30) days of the change to the Notice Address. If you reject a future change, you agree that you will arbitrate any Dispute in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

15) Survival

This Arbitration Agreement survives termination of your account and your use of the Service.

Termination

Shelf reserves the right to monitor the Sites, Service, and Platform for violations. You agree that Shelf, in its sole discretion, may suspend or terminate your Account (or any part of it) or use of the Service and remove and discard any content within the Service, for any reason, including lack of use or if Shelf believes you have violated or acted inconsistently with the letter or spirit of these Terms.

Any suspected fraudulent, abusive, or illegal activity may be referred to law enforcement. Shelf may discontinue providing the Service, or any part, with or without notice.

You agree that termination of access may be effected without prior notice, and Shelf may immediately deactivate or delete your Account and all related information and files, and/or bar further access. Shelf will not be liable to you or any third party for termination of your access. If Shelf terminates or suspends your Account for a violation, you may not register a new Account under your name, any other name, or a third party, even if acting on a third party's behalf.

User Disputes

You are solely responsible for your interactions with any other user in connection with the Service, and Shelf has no liability or responsibility with respect to such interactions. Shelf may, but has no obligation to, become involved in disputes between users.

General

These Terms (together with terms incorporated by reference) constitute the entire agreement between you and Shelf governing your access and use of the Service and supersede prior agreements regarding the Service. You may be subject to additional terms and conditions that apply when you use Third-Party Services, third-party content, or third-party software.

These Terms will be governed by the laws of the State of New York without regard to conflict of law provisions. With respect to disputes not subject to arbitration, 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 will not constitute a waiver.

If any provision is found invalid by a court of competent jurisdiction, the court should endeavor to give effect to the parties’ intentions, and the remaining provisions will remain in full force and effect.

You agree that any claim arising out of or related to use of the Service or these Terms must be filed within one (1) year after it arose or be forever barred.

A printed version of these Terms and any notice given in electronic form will be admissible in judicial or administrative proceedings.

You may not assign these Terms without Shelf’s prior written consent, but Shelf may assign or transfer these Terms, in whole or in part, without restriction. Section titles are for convenience only.

As used in these Terms, the words "include" and "including" (and variations) are not limiting and will be deemed to be followed by the words "without limitation." Notices to you may be made via email or regular mail, and the Service may provide notices by displaying notices or links generally on the Service.

Shelf will not be in default due to failure or delay in performance caused by 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 other circumstances beyond Shelf’s reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users from California are entitled to the following 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 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 violations of these Terms or to pose any questions regarding these Terms or the Service.