Effective date: 20 March 2024.

We are pleased to welcome you to our platform (hereinafter "Platform") integrated into Esti's website (available at https://esti.app/, hereinafter “website”) and mobile applications provided by Prequel Inc. (hereinafter “Application”). For the purpose of this Terms of Use (hereinafter "Terms") Prequel Inc. will be referred to as "Prequel", "we" or "us". For your convenience as the user of the services, you shall be referred to as "you", "your" or "User".

These Terms establish the terms and conditions under which you, as a user, may create an account, access, and use the Platform, services, content, products, applications, and websites operated by Prequel (hereinafter collectively referred to as the "Services").

If you are less than 13 years of age (or the age of majority in your jurisdiction), you may use the Services ONLY with the consent of your parent or legal custodian. Please make sure that your parent or legal custodian has reviewed and discussed these Terms with you.

These Terms and Esti's Subscription Policy (available at https://esti.app/subscription-policy), that constitute an integral part of these Terms, form a legally binding agreement between you and us; hence we encourage you to review these Terms before using the Services to avoid confusion related to enforcement of these Terms by Prequel. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE (OR IMMEDIATELY CEASE TO USE) OUR SERVICES.

1.1. Your access and/or use of the Services shall serve as a confirmation that you agree to comply with these Terms, and that you have the legal capacity to enter into a binding agreement with us.

1.2. Your access to and use of the Services is subject to Prequel's Privacy Policy (available at https://esti.app/privacy-policy). By using the Services, you consent to the terms of Prequel's Privacy Policy.

1.3. In the event that the Services are accessed and/or used by or on behalf of a legal entity, you hereby warrant and represent that:

(i) you are an authorized legal representative of the respective legal entity;
(ii) you are legally authorized to enter into a binding agreement with us on behalf of such entity; and
(iii) you agree to comply with these Terms on behalf of such entity;
(iv) the legal entity that you represent operates a lawful business in accordance with applicable laws.

1.4. Modifications to these Terms are effective immediately upon notice made: (i) by posting on Esti’s website (available at https://esti.app/); or
(ii) by email notification; or
(iii) through any of our applications.

1.5. It is your responsibility to review the Terms from time to time for any changes. Your access and use of the Services following any modification of these Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms, immediately discontinue the use of our Services and, if applicable, terminate your account.

2.1. Unless We specifically authorize you to use the Services otherwise (including, where such authorization is given in accordance with Clause 2.2 of these Terms), our Services are provided for your personal non-commercial use only. We may offer certain portions of the Services at no charge, for a one-time fee, on a subscription basis, or under any other lawful pricing structure. In all of the above instances, our Services are not being sold to you; rather, you are being granted or purchasing a limited license to use the Services.

2.2. We also reserve the right to grant a license for and authorize commercial use of the Services to legal entities acting as User(s) in accordance with these Terms under a separate option. “Commercial use” under Clause 2.2 refers to the use of the Services by a User:

(i) where a User benefits from the use of the Services as a result of:
(1) the time that such User spends using the Services; or
(2) enhancement of such User’s content (including, but not limited to User Content) through the use of the Services; or

(ii) where the use of the Services by a User is primarily intended for or directed towards commercial advantage or monetary compensation.

For further information on the Commercial use of Services please familiarize Commercial use basis available at https://esti.app/subscription-policy or directly contact us.

2.3. Unless specifically provided otherwise, use of any of our paid Services does not transfer across operating systems and/or different equipment (e.g., mobile devices, computers, etc.). For example, unless we specifically tell you otherwise, use of our mobile Application is limited to the specific device and/or operating system you are using at the time you purchase a license to use the Application.

2.4. When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright laws. Except as expressly permitted under these Terms or as we may otherwise permit, you may not use, reproduce, duplicate, make unauthorized copies of, modify, alter, adapt, reverse engineer, disassemble, decompile, distribute or create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content (as defined below) or any content included therein, for any purpose whatsoever, without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. You acknowledge that by downloading, installing, or printing Service Content, you do not acquire any rights (including ownership) in relation to Service Content.

2.5. Furthermore, except as expressly permitted under these Terms, applicable laws and regulations, you, as a user, may not:

(i) access or use the Services if you do not have the legal capacity to agree to these Terms or you are not authorized to use the Services by your parent or legal custodian;
(ii) remove, alter, cover, or distort any copyright and/or trademark notice, or notice relating to other proprietary rights, that we include in the Services or Service Content;
(iii)transfer, distribute, license or sell in whole or in part, the Services or any derivative works therefrom;
(iv) market, rent or lease the Services for profit or any kind of remuneration;
(v) use the Services for advertising, commercial purposes and/or commercial solicitation (unless specifically authorized in accordance with Clause 2.2 of these Terms);
(vi) use the Services for the purpose of spamming;
(vii) circumvent, disable or otherwise interfere with or attempt to interfere with the normal work of the Services and their security features including, without limitation, any features that prevent or restrict the use of or copying of any software or other Service Content, disrupt Esti's website or any networks connected to the Services, or bypass any measures that we may use to prevent or restrict access to the Services;
(viii) incorporate the Services or any part thereof into any other program or product;
(ix) use automated devices, manual processes, or scripts to copy or "scrape" Service Content for any purpose without us express written permission;
(x) collect or harvest personal information (including personal data) of other users of the Services including, without limitation, usernames, passwords, or email addresses;
(xi) use network-monitoring software to determine the architecture of or extract usage data from the Services;
(xii) violate U.S. export laws, including, without limitation, the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce;
(xiii) engage in any conduct that restricts or inhibits other user(s) from using or enjoying the Services;
(xiv) attempt impersonation of any person or entity, provide false statements, misrepresent yourself or your affiliation with any person or entity (including Prequel), attempt to represent your content as Service Content or as content provided by Prequel;
(xv) distribute, promote, upload, store, make available for other users or share any content or material(s) that are sexually explicit, violent or discriminatory (based on race, gender, disability, sexuality, or age); attempt to receive access to other users' account(s), service(s) or system(s), or create a false identity on the Services.

2.6. In accordance with the Terms, it is prohibited to use the Services in a way that may negatively affect Prequel's reputation.

2.7. You may not use the Services to distribute, upload, store or make available for other users:

(i) any files that contain viruses, trojans, worms, logic bombs, or any other malicious or technologically harmful materials;
(ii) any unsolicited or unauthorized advertising, solicitations, or promotional materials (unless specifically authorized in accordance with Clause 2.2 of these Terms);
(iii) spam, or any other prohibited form of solicitation;
(iv) any private or personal information (including personal data) of any third party, including, but not limited to, address(es), phone number(s), email address(es), the information contained in personal identity document(s), or credit card number(s);
(v) any material which infringes or may infringe copyright, trademark, or other intellectual property or privacy rights of any other person;
(vi) defamatory, obscene, offensive, pornographic, or hateful material(s);
(vii) any material(s) that constitute, encourage or provide instructions for illegal activity or self-harm;
(viii) any material(s) specifically designed to provoke or antagonize people, containing trolling and/or bullying, or intended to harass, harm, hurt, scare, distress, embarrass, or upset people;
(ix) any material(s) that contains threat(s) of any kind, including threats of physical violence;
(x) any material(s) that are racist or discriminatory, including discrimination based on someone's race, religion, age, gender, disability, or sexuality;
(xi) any answers, responses, comments, opinions, analyses, or recommendations that you are not qualified or properly licensed to provide; or
(xii) material(s) that, in Prequel's sole judgment, are objectionable, restrict or inhibit other person(s) from using the Services, or may expose Prequel, the Services, or their users to harm or liability of any type.

2.8. In addition to the above limitations, your access to and use of the Services must at all times be compliant with the Prequel’s Privacy Policy.

2.9. Prequel reserves the right, at its sole discretion, at any time and without prior notice, to remove or disable access to content and/or material(s) available on the Services for any reason or without reason.

3.1. As between Prequel and you, all content (and any derivative works therefrom) available on or through the use of the Services including, but not limited to, artworks, software, images, text, files, materials, graphics, illustrations, logos, trademarks, service marks, photographs, audio and/or music files, videos, audiovisual works, URLs, technologies, documentation, interactive features and/or other content, materials, products and/or services, protected under intellectual property law (the "Service Content"), are either owned or licensed by Prequel; except that you and/or your licensors shall enjoy ownership rights in relation to User Content (as defined in section 4 of these Terms) that you upload or transmit through the Services. Use of the Service Content on the Services for any purpose that is not expressly permitted under these Terms is strictly prohibited.

3.2. You may not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit Service Content for any purpose whatsoever, without our or, where applicable, our licensors' prior written consent. We and our licensors reserve all rights in and to the content of such licensors that are not expressly hereby granted to you.

3.3. Any rights in relation to audio and/or music files and/or recordings available on or through the use of the Service may not be licensed without the prior written consent of respective rights holders.

3.4. You hereby acknowledge and agree that Prequel has the right to generate revenue and/or to otherwise increase the company's value as a result of your use of the Services, including, but not limited to, through the sale of advertising, sponsorships, promotions, usage data and, except where otherwise specifically provided in these Terms or in other agreement entered into between you and Prequel, you have no right in relation to such revenue, goodwill or value whatsoever. You further acknowledge and agree that, except where otherwise specifically provided in these Terms or in other agreements entered into between you and Prequel, you:

(i) have no right to receive income or other consideration for any User Content (including User Content created by you) or your use of photos, presets, audio and/or music files and/or recordings, or audiovisual works, made available to you on or through the use of the Services; and
(ii) are prohibited from exercising any rights to monetize or obtain consideration for any User Content, including where such content is subsequently uploaded, shared, transmitted or otherwise made available on any third-party service(s) (e.g., you cannot claim monetization for User Content that has been uploaded to a social media platform such as YouTube).

3.5. Subject to the terms and conditions set out in these Terms and unless otherwise provided by these Terms or specifically authorized by Prequel, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, to download the Platform on your device and to access Service Content, solely for your personal, non-commercial use and in compliance with these Terms. Prequel reserves all rights in the Services and in Service Content that are not expressly granted herein. You acknowledge and agree that Prequel may terminate this license at any time for any reason or without reason.

3.6. Meta-functionality disclaimer

By using our app, you acknowledge and agree that we may research various features within the app. This research includes but is not limited to showcasing the core mechanics, app style, interface, and functionalities. It is important to note that certain features demonstrated within the research phase via social networks and other forms of marketing may not precisely match the user's anticipated results (hereinafter “Meta-functionality creativity”).

Meta-functionality creativity refers to using functional elements and tools outside the main app features to create additional levels of interaction or research.

We hereby assure you that the meta-features utilized for the research are aimed at the best performance of the application, enhancing its technical capabilities as well as obtaining feedback from you to improve user experience and gather valuable insights. This is not a form of manipulation or any deceptive practice.

We encourage you to download the app for the most accurate and up-to-date features regarding the product's capabilities and content.

4.1. Users of the Services may upload, transmit or otherwise make available through the Services content, including, but not limited to photographs, videos, videos / audiovisual works (hereinafter referred to as "User Content"). The information and materials in the User Content, including User Content that includes the above-mentioned elements, have not been verified or approved by us. The views expressed by other users of the Services do not represent our views or values.

4.2. Whenever you access or use a feature that allows you to upload or transmit or otherwise make User Content through certain third-party social media platforms such as Instagram, Facebook, YouTube, Twitter, etc., you must comply with the standards set out at "Access to and Use Limitations" above. You may also choose to upload or transmit your User Content, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out at "Access to and Use Limitations" above. As noted above, these features may not be available to all users of the Services, and we have no liability to you for limiting your right to certain features of the Services.

4.3. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

4.4. Any User Content will be considered non-confidential and non-proprietary. You must not share and transit any User Content through the Services or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content, you agree and represent that you own that User Content or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party platforms, and/or adopt any third-party content.

4.5. You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented.

4.6. You further grant us a royalty-free license to use your username, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

4.7. As a Platform user, you are responsible for the content you share or transit through the Services. If you have questions about copyright law or trademark law, such as questions about whether your content or your use of another person's name or brand infringes or otherwise violates another person's rights, you may want to contact an attorney. If you are unsure whether the material you plan to report to us is infringing or otherwise violating another person's right, you may also want to first seek legal advice before reporting such content to us.

4.8. Prequel reserves the right to remove User Content that infringes or violates intellectual property rights (including copyright and/or rights under trademark) of third parties.

All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third-party services will not have any separate liability to you or any other third party for User Content shared and transited or used on such third-party services via the Services.

6.1. Sharing and transiting User Content through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or for any User Content you upload or distribute in any form through the Services.

6.2. We also have the right to disclose your identity to any third party who is claiming that any User Content shared, transited or uploaded by you through the Services constitutes a violation of their intellectual property rights or their right to privacy.

6.3. We accept no liability in respect of any content submitted by users and published by us or by authorized third parties.

7.1. Prequel's Terms do not allow sharing or sending any content that violates or infringes someone else's copyrights, trademarks, or other intellectual property rights.

7.2. Our Service Content and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names, and trade dresses that may appear in our Services are owned by us, our licensors, or identified third parties. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title, or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

7.3. We will respond promptly to claims of copyright or trademark infringements that are reported to our support team that we have designated to receive notifications of claims of infringement. If you are a copyright or a trademark owner (or authorized to act on behalf of such owner) and believe that your work's copyright or trademark has been infringed, please report an infringement to us by providing our support team with a written notification of claimed infringement that includes the following essential information:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
(v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act. Inquiries that do not follow this procedure may not receive a response.

8.1. We do not allow any copyright or trademark infringement:

(i) Trademark infringement, which is generally the unauthorized use of a trademark or service mark in connection with goods or services in a way that is likely to cause confusion, deception, or mistake about the source, origin, sponsorship, or affiliation of the associated goods and/or services.
(ii) The use of copyrighted content of others without proper authorization or legally valid reason is a violation. Infringement of intellectual property by the Users may lead to a violation of Prequel's policies.

8.2. At the same time, we keep in mind that not all unauthorized uses of copyrighted content constitute an infringement. In many countries, exceptions to copyright infringement allow the use of copyrighted works under certain circumstances without authorization. These include the fair use doctrine in the United States and permitted acts of fair dealing in the European Union (and other equivalent exceptions under applicable local laws in other countries).

8.3. Additionally, the use of another's trademark for purposes of accurately referencing, lawfully commenting, criticizing, parodying, or reviewing the trademark owner's products or services, or for purposes of comparing them to other products or services, where the mark is not used to designate the user's own goods or services or those of a third party, is generally not considered a violation of our policies. Likewise, it is generally permissible to make a fan page about a brand, even without the brand's permission, provided that you do not claim to speak for or be associated with the brand or otherwise violate the brand's intellectual property rights.

Prequel Inc. follows the federal Digital Millennium Copyright Act (DMCA) by promptly addressing notices of alleged infringement in compliance with the DMCA and other relevant laws. In our response, we may take actions like removing or disabling access to materials on our services and products, including social networks controlled or operated by Prequel Inc., when they are claimed to be infringing.

It's important to note that we lack control over content hosted on third-party websites and cannot remove content from platforms we do not own or manage. If you are the copyright owner of content on a third-party site and have not authorized its use, we recommend reaching out directly to the administrator for content removal.

Before issuing a Notice of Infringing Material, it's advisable to consult legal counsel to understand your rights and responsibilities under the DMCA and other relevant laws. The notice requirements provided align with Prequel Inc.'s rights and obligations as outlined by the DMCA, specifically in section 512(c), and should not be construed as legal advice. 9.1. Notice of Infringing Material

To file a notice of infringing material on our services and products, including social networks owned or controlled by Prequel Inc., please provide a notification containing the following details:

9.1.1. Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
9.1.2. Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
9.1.3. Your contact information so that we can contact you (for example, your address, telephone number, email address);
9.1.4. A statement that you have a good faith belief that the use of the material identified in clause 9.1.2 herein is not authorized by the copyright owner, its agent, or the law;
9.1.5. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.
9.1.6. Your physical or electronic signature.

Then send this notice to:

10.1. You may open an account on the Services in order to use certain features and/or functionality (including, but not limited to, in order to enable certain features and functionality, available under a paid subscription.

10.2. Prequel reserves the right to refuse to provide service, limit access to the Services, or suspend or terminate your account on the Services in the event that you violate the intellectual property rights of third parties, provisions of these Terms. Prequel further reserves the right to refuse any user whose account was suspended or terminated in accordance with this clause 10.2, from opening a new account on the Services.

10.3. You may delete your account on the Services, which will result in the immediate deletion of all content created under such account as well as any information (including personal information and/or data) provided under such account, including, but not limited to, name, gender, profile picture, logs, and information on and from social networks, linked to such account. Please note that you cannot restore your account on the Services once it has been deleted.

10.4. In the event that you have deleted your account on the Services, and you have a paid subscription, you shall create a new account on the Services and enable certain features and functionality, available under paid subscription, on such new account, in order to have access to above features and/or functionality. Deleting the account will not cancel the subscription automatically.

No fee paid hereunder shall be refundable, notwithstanding suspension or termination of your account on the Services, your failure to utilize any part of the Services (including features and/or functionality available under paid subscription and/or on a paid basis), the prepayment or cancellation of the Services or for any reason whatsoever, except where otherwise specified by Prequel.

11.2. Taxes. You are responsible for and will pay all fees and applicable taxes incurred by you or anyone using an Account registered to you.

12.2. Subscription Overview. Subscription is a regular period-based service that will be automatically activated when you confirm your subscriptions. For more information regarding subscription options please familiarize Esti’s Subscription Policy available at https://esti.app/subscription-policy.

You agree to defend, indemnify and hold harmless Prequel and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with:

(i) your use or any user of your Account of our Services;
(ii) User Content provided by you or through the use of your Account;
(iii) any actual or alleged violation or breach by you or any user of your Account of these Terms of Use;
(iv) any actual or alleged breach of any representation, warranty, or covenant that you or any user of your Account have made to us; or
(v) your or any user of your Account acts or omissions. You agree to cooperate fully with us in the defence of any claim that is the subject of your obligations hereunder.

14.1. YOU EXPRESSLY AGREE THAT THE USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, PREQUEL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (i) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS;
(ii)WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR SERVICE CONTENT;
(iii) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE;
(iv) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES;
(v) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES;
(vi) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND
(vii) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.

14.2. NO CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

14.3. YOU ACKNOWLEDGE AND AGREE THAT WHEN YOU VIEW CONTENT PROVIDED BY OTHERS ON THE SERVICES, YOU ARE DOING SO AT YOUR OWN RISK. THE CONTENT OF OUR SERVICES SHOULD BE CONSIDERED AS GENERAL INFORMATION. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT OF OUR SERVICES.

14.4. WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT ANY SERVICE CONTENT (INCLUDING USER CONTENT) IS ACCURATE, COMPLETE, OR UP TO DATE. WHERE OUR SERVICES CONTAIN LINKS TO OTHER SITES AND RESOURCES PROVIDED BY THIRD PARTIES, THESE LINKS ARE PROVIDED FOR YOUR INFORMATION ONLY. WE HAVE NO CONTROL OVER THE CONTENTS OF THOSE SITES OR RESOURCES. SUCH LINKS SHOULD NOT BE INTERPRETED AS APPROVAL BY US OF THOSE LINKED WEBSITES OR INFORMATION YOU MAY OBTAIN FROM THEM. YOU ACKNOWLEDGE THAT WE HAVE NO OBLIGATION TO PRE-SCREEN, MONITOR, REVIEW, OR EDIT ANY CONTENT SHARED AND TRANSITED BY YOU AND OTHER USERS ON THE SERVICES (INCLUDING USER CONTENT).

15.1. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

15.2. SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:

(i) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
(ii) ANY LOSS OF GOODWILL;
(iii) ANY LOSS OF OPPORTUNITY;
(iv) ANY LOSS OF DATA SUFFERED BY YOU; OR
(v) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. ANY OTHER LOSS WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO PREQUEL WITHIN THE LAST 12 MONTHS.

15.3. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
(ii) ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(iv) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

15.4. PLEASE NOTE THAT WE ONLY PROVIDE OUR PLATFORM FOR DOMESTIC AND PRIVATE USE. YOU AGREE NOT TO USE OUR PLATFORM FOR ANY COMMERCIAL OR BUSINESS PURPOSES (UNLESS EXPLICITLY AUTHORIZED OTHERWISE UNDER THESE TERMS), AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

15.5. IF DEFECTIVE DIGITAL CONTENT THAT WE HAVE SUPPLIED DAMAGES A DEVICE OR DIGITAL CONTENT BELONGING TO YOU AND THIS IS CAUSED BY OUR FAILURE TO USE REASONABLE CARE AND SKILL, WE WILL EITHER REPAIR THE DAMAGE OR PAY YOU COMPENSATION. HOWEVER, WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

15.6. THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15.7. YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT MESSAGING AND DATA CHARGES. IF YOU'RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.

15.8. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER, OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

15.9. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF PREQUEL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY PREQUEL DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $10 000 (TEN THOUSAND AMERICAN DOLLARS). FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

15.10. IN SOME JURISDICTIONS LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

16.1. Jurisdiction And Venue. These Terms of Use shall be construed in accordance with the laws of the United States without regard to its conflict of laws rules. Any legal proceedings against Prequel that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state and federal courts of the United States, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

16.2. Dispute resolution and mandatory Arbitration.

16.2.1. This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt-out procedure described below.
16.2.2. Informal Process First. You agree that in the event of any dispute between you and Prequel, you will first contact Prequel and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
16.2.3. Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of Prequel's services and/or products, including the Services, or relating in any way to the communications between you and Prequel or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Prequel. However, this arbitration agreement does not (a) govern any Claim by Prequel for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual, you may opt out of this arbitration agreement within thirty (30) days of the first date you access or use these Services by following the procedure described below.

You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and that you and Prequel are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.

If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to:

Prequel Inc., 15 Palm Avenue, Miami Beach, FL, 33139 USA Email Address: [email protected]

We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the New York International Arbitration Center (or "NYIAC") under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from the NYIAC website (https://nyiac.org/) or by calling NYIAC at +1 917 300 9550.

The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the "Class Action Waiver" section below.

If you do not want to arbitrate disputes with Prequel and you are an individual, you may opt out of this arbitration agreement by sending an email to [email protected] within thirty (30) days of the first of the date you access or use the Services.

16.3. Class action waiver

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

Any Claim must be brought in the respective party's individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiffs, or similar proceeding ("Class Action"). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have the authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived and that any claims must be decided individually, through arbitration.

If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Prequel each waive any right to a jury trial.

To the extent allowed by law, we each waive any right to trial by jury in any lawsuit, arbitration, or any other proceeding.

If a counter-notice is received by Prequel's Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the Content Provider, member, or user, the removed content may be replaced, or access to it restored, in ten business days or more after receipt of the counter-notice, at Prequel's sole discretion.

Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad-faith allegation by using this process.

16.4. Miscellaneous

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Section headings used in these Terms are for convenience only and shall not be given any legal import.

Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected.

These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.

You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without any notice.