Whistle Terms & Conditions

These Terms of Service (the “Terms”) are a legal contract between you and InHerSight, Inc. (“InHerSight”, the “Company”, “we” or “us”). These Terms explain how you are permitted to use the InHerSight mobile application (the “App” or “Whistle”) and services, as well as the Whistle website located at www.heywhistle.com (the “Site”) and any content therein (collectively, the “Services”). Unless otherwise specified, all references to the Services include the services available through the the App, the Site, as well as any software that InHerSight provides to you that allows you to access the Services from a mobile device and any other Materials (as defined below).

These Terms of Use (these "Terms") set forth the legally binding terms and conditions that govern your use of the Services. By accessing or using the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use the Services or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Services. You may download and/or print a copy of these Terms for your records at https://www.heywhistle.com/terms.

These terms are incorporated by reference into InHerSight’s general Terms on the website located at www.inhersight.com, a copyrighted work also belonging to the Company.

These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

General Use

The Services may not be available in all locations, and we may block access to the Services from certain locations based on your device’s geolocation information. We may add to or remove the areas in which the Services are not available at any time, without notice to you.

By using, you represent, acknowledge and agree that you are at least 18 years of age. If you are not at least 18 years old, you may not use the Services at any time or in any manner or submit any information to the App, the Site or any part of the Services.

We may, in our sole discretion, refuse to offer the Services to any person or entity. We may, without notice and in our sole discretion, terminate your right to use the Services, or any portion thereof, and block or prevent your future access to and use of the Services or any portion thereof.

Services

InHerSight provides content through the Services that is copyrighted and/or trademarked work of InHerSight or InHerSight’s third-party licensors and suppliers or other users of the Services (collectively, the “Materials”). Materials may include logos, text graphics, video, images, photos, software and other content.

Subject to these Terms, InHerSight hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to use and to display the Materials and to use the Services solely for your personal, non-commercial use. Except for the foregoing license, you have no other rights in the Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Services or Materials in any manner.

You may use the App for one registered account on one mobile device owned or leased solely by you, for your personal, non-commercial use. You may not: (i) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third-party or use the App to provide time sharing or similar services for any third-party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App. You acknowledge that InHerSight may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. Standard carrier data charges may apply to your use of the App.

Except for the limited rights expressly licensed in these Terms, InHerSight and its third-party licensors or suppliers retain all right, title, and interest in and to the Services.

The following additional terms and conditions apply with respect to any App that InHerSight provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

You acknowledge that these Terms are between you and InHerSight only, and not with Apple, Inc. (“Apple”).

Your use of InHerSight’s iOS App must comply with Apple’s then-current App Store Terms of Service.

InHerSight, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.

You agree that InHerSight, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App.

You agree that InHerSight, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).

The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of InHerSight’s iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

If you breach any of these Terms, the above license will terminate automatically and you must immediately stop using the Services and destroy any downloaded or printed Materials.

Account Security

We may ask for your mobile number or email address in order to verify your account when you try to post content or if we suspect improper activity on your account. Please note that your carrier’s text messaging and data fees apply for mobile number verification.

Privacy

Please review the Whistle Privacy Policy (the “Privacy Policy”), available at https://www.heywhistle.com/privacy which explains how we use and disclose information that we collect from and about you. By using our Services, you agree that we may use and disclose the information we collect from and about you as stated in the Privacy Policy (which is incorporated into these Terms). Without limiting the foregoing, you expressly acknowledge that any Submissions (defined below) or other information you submit to the Services may be viewable by all other users of the Services and any third party.

Account Creation

In order to use certain features of the App, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the App. Company may suspend or terminate your Account in accordance with Section 8.

Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

License

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own personal, noncommercial use.

Certain Restrictions

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the App or the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the App or the Site; (c) you shall not access the App or the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the App or the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the App shall be subject to these Terms. All copyright and other proprietary notices on the App or the Site (or on any content displayed on the App or the Site) must be retained on all copies thereof.

Modification

Company reserves the right, at any time, to modify, suspend, or discontinue the Serices (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

No Support or Maintenance

You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services.

Ownership

Excluding any Submissions that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the App and the Site and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the App or the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

Submissions

You are responsible for any information, handles, profiles, statuses, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on, through or in connection with the Services (each a “Submission”) . When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” section below. Although InHerSight may, in its sole discretion, monitor, screen, modify, refuse, remove or edit Submissions for any reason, InHerSight is not obligated to do so. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness and will be solely liable for any damage or harm resulting from your Submissions.

We may retain your Submissions, even after they have expired from view within the Services or even after you have deleted them. However, you agree that we have no obligation to retain any Submission for any period of time, nor shall we be responsible or liable to you or any third party for any lost content or losses related to the expiration or deletion of a Submission.

Unless otherwise explicitly stated herein or in the Privacy Policy, you agree that any Submission provided by you in connection with the Services is provided on a non-proprietary and non-confidential basis. You hereby grant to InHerSight a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to do the same (“Submission License”). Without limiting the foregoing, you agree that the Submission License gives InHerSight the right to sublicense Submissions to third parties in connection with the syndication, broadcast, distribution, promotion, or publication of Submissions in any and all media or distribution methods, now known or later developed. No use of Submissions in accordance with the Submission License shall entitle you to any compensation from InHerSight, or any third party. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through the Services.

Unauthorized Activities

When using the Services, you agree not to:

Create a handle for the purpose of preventing others from using that handle. Sell or buy handles. Impersonate another person in a manner that is intended to or does mislead, confuse or deceive others. Post or share another individual’s private information without their express authorization and permission. Defame, abuse, bully, harass, stalk, threaten, or otherwise violate the legal rights of others. Use racially or ethnically offensive language. Discuss or incite illegal activity. Post or share Submissions that contain pornography or graphic violence. Post or share anything that exploits children or minors or that depicts cruelty to animals. Post or share Submissions that violate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right. Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation. Use any robot, spider, crawler, scraper or other automated means to access the Services. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Use or develop any third party applications that interact with the Services or Submissions without our prior written consent. Alter the opinions or comments posted by others on the Services. Post or share any image or language that is obscene, vulgar or offensive or that threatens, disparages or demeans any individual or group. Attempt to circumvent any of our content-filtering techniques. Post or share anything inappropriate or disruptive to the Services. Disrupt, negatively affect or inhibit users from having a positive experience with the Services. Use the Services in violation of these Terms and/or for any unlawful purposes. Post or share anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not exhaustive or exclusive. InHerSight reserves the right to (a) suspend or terminate access to your account and your ability to post to the Services (or otherwise use the Services), (b) delete, remove or refuse to distribute any Submissions and/or (c) reclaim handles, all with or without cause and with or without notice, for any reason or no reason without liability to you. If InHerSight believes a Submission violates these Terms, it may make that Submission invisible to other users without notifying you. Your Submission will be visible to you, but will not appear for any other user. InHerSight may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at InHerSight’s discretion, InHerSight will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Services or on the Internet.

Unauthorized use of any Materials or Third-Party Content contained in the Services may violate certain laws and regulations. You agree to indemnify and hold InHerSight and its officers, directors, employees, consultants, affiliates, agents, licensors, and business partners (collectively, the “Indemnified Entities”) harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) InHerSight or any other Indemnified Entity suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Services or the use of the Services by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Disclaimer of Warranties.

Your use of the Services is at your own risk. The Materials may not have been verified or authenticated in whole or in part by InHerSight, and they may include inaccuracies or typographical or other errors. InHerSight does not warrant the accuracy of timeliness of the Materials contained on the Services. InHerSight has no liability for any loss of, or errors or omissions in Submissions, or for any errors or omissions in the Materials or any other portion of the Services, whether provided by InHerSight, our licensors or suppliers or other users.

INHERSIGHT FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, MATERIALS AND ANY OTHER PORTION OF THE SERVICES OR ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICES IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, INHERSIGHT DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

Feedback

If you provide Company with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

Indemnification

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your Submissions. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Third-Party Links & Ads

The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

Other Users

Each App or Site user is solely responsible for any and all of its own Submissions. Because we do not control Submissions, you acknowledge and agree that we are not responsible for any Submissions, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any Submissions. Your interactions with other App or Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any App or Site user, we are under no obligation to become involved.

Release

You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Disclaimers and Limitation on Liability

The disclaimers and limitations on liability in this section apply to the maximum extent allowable under applicable law. Nothing in this section is intended to limit any rights you have which may not be lawfully limited.

You are solely responsible for your interactions with advertisers and other visitors and we are not responsible for the activities, omissions, or other conduct, whether online or offline, of any advertiser or visitor of the Services. We are not responsible for any incorrect or inaccurate Content (including any information in profiles) posted on Whistle, whether caused by visitors or by any of the equipment or programming associated with or utilized in Whistle. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other visitors. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or on Whistle or combination thereof, including any injury or damage to visitors or to any person's computer related to or resulting from participation or downloading materials in connection with Whistle. Under no circumstances shall we be responsible for any loss or damage resulting from use of Whistle or from any Content posted on Whistle or transmitted to visitors, or any interactions between visitors of Whistle, whether online or offline.

Whistle is provided "as-is" and as available. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that: (1) Whistle will meet your requirements; (2) Whistle will be available on an uninterrupted, timely, secure, or error-free basis; or (3) the results that may be obtained from the use of Whistle will be accurate or reliable.

You hereby release us, our officers, employees, agents and successors from any and all claims, demands, and losses, damages, rights, claims, and actions of any kind that are either directly or indirectly related to or arises from: (1) any interactions with other visitors to or users of Whistle, or (2) your participation in any of our offline events.

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF WHISTLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WHERE PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF WHISTLE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS ($50).

Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your Submissions associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your Submissions.

Copyright Policy

Company respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature; identification of the copyrighted work(s) that you claim to have been infringed; identification of the material on our services that you claim is infringing and that you request us to remove; sufficient information to permit us to locate such material; your address, telephone number, and e-mail address; a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you direct infringement notifications to our DMCA Agent at:

Address of Agent:

InHerSight PMB 201 201 West Main Street, Suite 200 Durham, North Carolina 27701 Email: whistle@inhersight.com

Changes

InHerSight may make changes to the Services at any time. InHerSight can change, update, or add or remove provisions of these Terms at any time by posting the updated Terms on the App or the Site, by posting a notice on the Services or by notifying you via the App or the Site. By using the Services after InHerSight has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using Services.

Dispute Resolution

Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: PMB 201, 201 W Main St., Suite 200, Durham, NC 27701. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(k)Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(l)Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

(m) Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Alexandria County, Virginia, for such purpose.

Export

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

Disclosures

Company is located at PMB 201, 201 W Main St., Suite 200, Durham, NC 27701. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Electronic Communications

The communications between you and Company use electronic means, whether you use the App, the SIte, or send us emails, or whether Company posts notices on the App, the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

Copyright/Trademark Information

Copyright © 2016-2017 InHerSight, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the App and the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information

InHerSight PMB 201 201 West Main Street, Suite 200 Durham, North Carolina 27701 Email: whistle@inhersight.com

Last updated 11/19/2016. Terms v1.0