9. User Generated Content

“User Generated Content” is defined as any information and materials you provide to Company, its corporate partners, or other Users in connection with your registration for and use of the Askaloo Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Askaloo is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that Askaloo has no obligation to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Askaloo Platform at its sole discretion.

You hereby represent and warrant to Company that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not represent you being employed or directly engaged by or affiliated with Askaloo or purport you to act as a representative or agent of Askaloo; and (i) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.

The Askaloo Platform hosts User Generated Content relating to reviews and ratings of specific Creators (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each User should undertake their own research to be satisfied that a specific Creators is the right person for an activity. You agree that Company is not responsible or liable for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company is not obligated to investigate any remarks posted by Users for accuracy or reliability but may do so at its discretion.

You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyrights, publicity rights, and any other rights you have in your User Generated Content, in any media now known or not currently known in order to perform and improve upon the Askaloo Platform.

Each Creator who provides to Company any videotape, film, recording, photograph, voice, or all related instrumental, musical, or other sound effects (collectively, “Media”), in exchange for the right to use the Askaloo Platform, hereby waives any and all moral rights in connection with such Media and irrevocably grants to Company the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:

• Exhibit, distribute, display, transmit, and broadcast on any and all media, including, without limitation, the internet, any videotape, film, recording or photograph that such User provides to Company or that Company takes of Creator, and use, reproduce, modify, or creative derivatives of such Creator picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”);

• Reproduce in all media any recordings of such Creator’s voice, and all related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Askaloo Platform;

• Use, and permit to be used, such Creator’s Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Askaloo Platform in any media; and

• Use, and permit to be used, such Creator’s name and identity in connection with the Askaloo Platform.

Each Creator warrants and represents that they have the lawful authority to grant the rights set out above.

Each Creator hereby waives all rights and releases Askaloo and Affiliates from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Creator’s identity, likeness or voice in connection with the Askaloo Platform.

Each Creator acknowledges that Askaloo shall not owe any financial or other remuneration for using the recordings provided hereunder by such Creator, either for initial or subsequent transmission or playback, and further acknowledges that Askaloo is not responsible for any expense or liability incurred as a result of such Creator’s recordings or participation in any recordings, including any loss of such recording data.

  10. Links to Third-Party Websites

The Askaloo Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Company or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Askaloo Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Company does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Askaloo is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Askaloo has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Askaloo Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Askaloo expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Askaloo Platform. You hereby agree to hold Askaloo harmless from any liability that may result from the use of links that may appear on the Askaloo Platform.

As part of the functionality of the Askaloo Platform, you may link your account with online accounts you may have with third party service providers (such as Stripe) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Askaloo Platform; or (ii) allowing Askaloo to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Askaloo and/or grant Askaloo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Askaloo to pay any fees or making Askaloo subject to any usage limitations imposed by such third-party service providers. By granting Askaloo access to any Third-Party Accounts, you understand that (i) Askaloo may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Askaloo Platform via your account, including without limitation any friend lists, and (ii) Askaloo may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Askaloo Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Askaloo’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Askaloo Platform. You will have the ability to disable the connection between your account on the Askaloo Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Company is not responsible for any SNS Content.

   11. Worker Classification and Withholdings

AS SET FORTH IN SECTION 1, ASKALOO DOES NOT PERFORM ACTIVITES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM AN ACTIVITY. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES. IF A USER, YOU INDEMNIFY AND HOLD ASKALOO AND AFFILIATES HARMLESS, AND IF A CREATOR, YOU FULLY AND FINALLY RELEASE ASKALOO AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES THAT CREATORS OR ASSISTANTS MAY INCUR OR BECOME ENTITLED TO, WHETHER UNDER CONTRACT, COMMON LAW, CIVIL LAW, STATUTE OR OTHERWISE, IN RESPECT OF ACTIVITYS OR SERVICE AGREEMENTS OR THE USE OF THE ASKALOO PLATFORM, INCLUDING WITH RESPECT TO MISCLASSIFICATION OF CREATORS AND ASSISTANTS AND THE TERMINATION OR CESSATION OF ANY ACTIVITYS, SERVICE AGREEMENTS, THIS AGREEMENT OR THE USE OF THE ASKALOO PLATFORM.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges and agrees that Askaloo does not, in any way, supervise, scope, direct, control or monitor a Creator’s work or activities performed in any manner. Company does not set a Creator’s work hours or location of work. Askaloo will not provide any equipment, tools, labor or materials needed for a particular activity. Askaloo does not provide any supervision to Users.

The Askaloo Platform is not an employment agency service or business and Askaloo is not an employer of any User. As such, Askaloo is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a User’s use of the Askaloo Platform. Creators acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Agreements and performing activites and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

This Section 12 in no way limits the generality of Section 17.

   12. Askaloo Happiness Pledge

The Askaloo Happiness Pledge is part of this Agreement and incorporated by reference. Askaloo wants Users to be happy about their experience using the Askaloo Platform and the Happiness Pledge is in place to encourage continued use of the Askaloo Platform.

Payments made under the Happiness Pledge are entirely discretionary, however, and subject to certain conditions, limitations and exclusions, as described in the Happiness Pledge. The Happiness Pledge does not supercede any of the terms set forth in the Terms of Service or the Privacy Policy, including any of the limitations on liability set forth in Sections 12 and 17 of these Terms of Service. In the unlikely event of a conflict with the Happiness Pledge, these Terms of Service prevail over any contrary interpretation of the Happiness Pledge. The Askaloo Happiness Pledge is not intended to be any sort of insurance and Askaloo is not an insurer, as such terms are understood for regulatory purposes.

   13. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Askaloo Platform is owned by Askaloo, excluding User Generated Content, which Users hereby grant Askaloo a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Askaloo owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Askaloo Platform without Askaloo’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Askaloo and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Askaloo, including without limitation Askaloo and Askaloo logos, are service marks owned by Askaloo. Any other trademarks, service marks, logos and/or trade names appearing via the Askaloo Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

   14. Copyright Complaints and Copyright Agent

Askaloo respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Askaloo Platform infringe upon your copyright or other intellectual property right, please send the following information to Askaloo’s Copyright Agent at: Askaloo, Inc., Postboks 22, 1375 Billingstad, Norway or copyright@askaloo.com:

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Askaloo Platform where the material you claim is infringed is located. Include enough information to allow Askaloo to locate the material, and explain why you think an infringement has taken place;

• A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;

• Your address, telephone number, and e-mail address;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.   

    15. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Askaloo and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Askaloo Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Askaloo in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Askaloo upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Askaloo’s trade secrets, confidential and proprietary information, and all other information and data of Askaloo that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Askaloo or Askaloo’s business, operations or properties, including information about Askaloo’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

   16. Disclaimer of Warranties

(a) Use Of The Askaloo Platform Is Entirely At Your Own Risk

THE ASKALOO PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ASKALOO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE ASKALOO PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE ASKALOO PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ASKALOO PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

Askaloo does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third party through the Askaloo Platform or any hyperlinked website or featured in any banner or other advertising, and Askaloo will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Askaloo and Affiliates do not warrant that access to the Askaloo Platform will be uninterrupted or that the Askaloo Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Askaloo Platform, or as to the timeliness, accuracy, reliability, completeness or content of any activity, service, information or materials provided through or in connection with the use of the Askaloo Platform. Askaloo and Affiliates are not responsible for the conduct, whether online or offline, of any User. Askaloo and Affiliates do not warrant that the Askaloo Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Askaloo and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Notwithstanding any feature a User may use to expedite Askaloo selection, each User is responsible for determining the activity and selecting their Creator and Askaloo does not warrant any goods or services purchased by a User and does not recommend any particular Creator. Askaloo does not provide any warranties or guarantees regarding any Creators’s professional accreditation, registration or license.

In addition, no individual or entity shall be a third party beneficiary of these terms. These terms are solely for the benefit of the parties to this Agreement and are not intended to and shall not be construed to give any person or entity other than you any interest, remedy, claim, liability, reimbursement, claim of action or any other rights (including, without limitation, any third party beneficiary rights), with respect to or in connection with any agreement or provision contained herein or contemplated hereby.

(b) No Liability

You acknowledge and agree that Askaloo is only willing to provide the Askaloo Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold Askaloo and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Askaloo Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by Askaloo and Affiliates and any destruction of your User Generated Content.

UNDER NO CIRCUMSTANCES WILL ASKALOO AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY ASKALOO, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE ASKALOO PLATFORM OR THE ACTIVITY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

ASKLOO AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS ASKALOO PLATFORM. ASKALOO AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE ASKALOO PLATFORM.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ASKALOO AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential or incidental damages, so certain aspects of the limitations above may not apply to you.

(c) Release

THE ASKALOO PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. BECAUSE ASKALOO IS NOT A PARTY TO OR OTHERWISE INVOLVED IN THE ACTUAL CONTRACT BETWEEN USERS OR IN THE COMPLETION OF THE ACTIVITY, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY RELEASE ASKALOO AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY), EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH READS AS FOLLOWS: “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.”

   17. Indemnification

You hereby agree to indemnify, defend, and hold harmless Askaloo and Affiliates, and their attorneys, insurers, independent contractors, providers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Askaloo Platform or perform an activity, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your account to the Askaloo Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Askaloo reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Askaloo.

   18. Dispute Resolution – Arbitration & Class Action Waiver (U.S. Users)

USERS RESIDING IN THE UNITED STATES: PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND ASKALOO CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND ASKALOO TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

SECTION 19 DOES NOT APPLY TO USERS RESIDING IN CANADA, AND USERS RESIDING IN CANADA AND ASKALOO AGREE THAT SECTION 20 SHALL APPLY INSTEAD.

(a) Informal Negotiations

To expedite resolution and reduce the cost of any dispute, controversy or claim between you and Askaloo (each a “Claim” and collectively “Claims”), you and Askaloo agree to first attempt to negotiate any Claim (except those Claims expressly excluded below) informally for at least thirty (30) days before initiating any arbitration. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to Askaloo, Inc., Postboks 22, 1375 Billingstad Attention: Legal. If necessary to preserve a Claim under any applicable statute of limitations, you or Askaloo may initiate arbitration while engaging in the informal negotiations.

During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.

After a good faith effort to negotiate, if you or Askaloo believe a Claim cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the Commercial Arbitration Rules (the “AAA Rules”).

(b) Agreement to Binding Arbitration

IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND ASKALOO MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.

This agreement to arbitrate contained in this Section 19 (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives the termination of this Agreement and your relationship with Company.

Claims covered by this Arbitration Agreement include, but are not limited to, any dispute, claim or controversy whether based on past, present or future events arising out of or relating to: this Agreement and prior versions (including the breach, termination, enforcement, interpretation or validity thereof); the Askaloo Platform, services, or activities; your relationship with Askaloo; the threatened or actual suspension, deactivation or termination of your Account or this Agreement; payments made by you or any payments made or allegedly owed to you; any city, county, state or federal wage-hour law; compensation, breaks and rests periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, emotional distress; any promotions or offers made by Company; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Fair Labor Standards Act, Civil Rights Act of 1964, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Company and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters; and all other federal and state statutory and common law claims.

If there is a dispute about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), you and Askaloo agree that this threshold dispute shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disputes, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND ASKALOO ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES WHICH BY THE TERMS OF THIS ARBITRATION AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.

(c) Agreement Prohibiting Class Actions and Non-Individualized Relief

Except as otherwise required under applicable law, you and Askaloo agree that any arbitration will be limited to the Claim between Askaloo and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ASKALOO ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and Askaloo otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to Private Attorney General Act Claims brought against Company, which are addressed separately in Section 19(d) below.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules (as defined below), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.