Terms of Use

Utorify’s Website Terms of Use is effective as of June 27, 2024.

Acceptance of the Terms of Use

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Terms of Use"), govern your access to and use of the Utorify site (the “Site”) hosted by Polymath Inc. (together with its subsidiaries, “Polymath”, the “Company,” “we” or “us”), including any content, functionality and services offered on or through the Site. You and the Company each may be referred to herein as a “Party,” and together may be referred to as the “Parties.”

Utorify is a marketplace platform that connects learning content creators with individuals seeking diverse learning content. The Site can be accessed from almost any device equipped with a web browser, such as Internet Explorer, Chrome, or Firefox. Users will need a Utorify account to access the full functionality of the Site, including features such as personalized content recommendations, interactive video player, content creation tools, and user engagement features.

Please read these Terms of Use carefully before you use the Site. By clicking to accept or agree to these Terms of Use by checking the box at the bottom of this page, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. A copy of the Utorify Privacy Policy can be found at Here. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Site.

All users of the Site must be at least 18 years old. By using the Site, you represent and warrant that you meet the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Site.

The section titles in these Terms of Use are for convenience only and shall have no legal or contractual effect.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set forth in the Arbitration section and the Governing Law and Jurisdiction section, below, will not apply to any disputes for which the Parties have actual notice on or prior to the date the change is posted on the Site. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes.

Accessing the Site and Account Security

We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

To access the Site or certain of the resources it offers, you may be asked to provide registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. You agree that all information you provide to register with the Site or otherwise, including but not limited to information provided through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you, and you agree not to provide any other person with access to the Site or any portion of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, documents, illustrations, video and audio, and the design, selection and arrangement thereof), are owned by the Company, or by other third-party owners who license them to the Company, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. User Contributions, as defined herein below, subject to separate nondisclosure or confidentiality agreements, may be excluded from this section.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

By making User Contributions available on the Site, you represent and warrant that: (a) if your employer has rights to intellectual property that you create, you have either (i) received permission from your employer to post or make available such intellectual property, including but not limited to any software or digital content, or (ii) secured from your employer a waiver as to all rights in or to such intellectual property; and (b) you have fully complied with any third-party licenses relating to such User Contributions, and have done all things necessary to successfully pass through to end users any required terms.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site (a) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries), (b) for the purpose of exploiting, harming or attempting

Additionally, you agree not to (a) use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real-time activities through the Site, (b) use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site, (c) use any manual process to monitor or copy any of the material on the Site for any unauthorized purpose, (d) use any device, software or routine that interferes with the proper working of the Site, (e) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site, or (g) otherwise attempt to interfere with the proper working of the Site.

User Contributions

The Site may contain features that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site. All User Contributions must comply with these Terms of Use.

Unless expressly governed by a confidentiality or non-disclosure agreement between you and the Company (a “Company NDA”), which agreement must be clearly identified within the User Contribution, any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant to the Company and its successors and assigns, but subject to the terms of any applicable Company NDA and of our Privacy Policy, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, perform, display, distribute, publish, make derivative works of, and otherwise disclose to third parties any such material for any purpose. If there is a conflict between any provision of a Company NDA and these Terms of Use, the Company NDA shall control.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. You agree to protect the privacy of all personally identifiable information contained in your User Contributions, in accordance with applicable federal, state, local or international data privacy laws and regulations. Personally identifiable information is any data that could potentially identify a specific individual.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Site.

We are not responsible for any damage to or alteration or loss of any User Contribution you post to the site.

Content Standards

The content standards described in this section apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be reasonably likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising, except in accordance with the terms and conditions of your user account with the Company.
• Be spam, or machine- or randomly-generated, and must not contain unethical or unwanted commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing).
• Consist of unsolicited promotional materials such as spam links on newsgroups, email lists, blogs or web sites, or other similar unsolicited promotional methods.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Monitoring and Enforcement; Termination

The Company reserves the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates such third party’s rights, including such third party’s intellectual property rights or right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
• Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, the Company has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site.

YOU AGREE TO WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review all material before it is posted on the Site, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see the Company’s Copyright Compliance Policy Here for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

The Site may include content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in such materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Site

We may update the content on the Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Site

All information we collect on the Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from the Site

The Site may contain links and/or references to third-party websites. By providing such links, the Company does not approve or endorse or warrant the contents of any such sites. The Company also does not accept any responsibility for the availability (or lack thereof) of such content, or any liability for damage or injury resulting from the use of or reliance on such content, in any form. Links to third-party websites are provided for convenience only, and access to any such third-party websites is at the user’s sole risk. You are responsible for taking precautions as necessary to protect yourself and your computer systems from harmful or destructive content that may be transmitted from such third-party websites.

Third-Party Products and Services

If you purchase any products or services linked to or offered by third-party businesses or individuals through the Site, you are purchasing directly from those third parties, not from the Company. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any such third-party businesses or individuals (including the content of their websites). The Company does not assume any responsibility or liability for the actions, products, services or content of any such third-party businesses or individuals. You should carefully review their privacy statements and other conditions of use on their websites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE, UNDER ANY LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER SITES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS AND CONDITIONS, WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES ARISING OUT OF YOUR USE OF, ACCESS TO, OR INABILITY TO USE THE SITE OR ANY MATERIAL ON THE SITE PROVIDED OR OTHERWISE SUPPLIED BY US OR ANY THIRD PARTY, OUR LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU, TO USE THE SERVICES AVAILABLE THROUGH THE SITE, DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY OR MAY PLACE RESTRICTIONS ON OUR ABILITY TO LIMIT OUR LIABILITY TO YOU, AND THE FOREGOING PROVISIONS OF THIS SECTION DO NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

ALL CLAIMS AND DISPUTES THAT MAY ARISE DIRECTLY OR INDIRECTLY FROM THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE SUBJECT TO ARBITRATION AS PROVIDED BELOW AND MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER USER, THE COMPANY IS UNDER NO OBLIGATION TO BECOME INVOLVED.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions and any personally identifiable information contained in your User Contributions, any use by you of the Site's content, services or products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site.

Notice to New Jersey Consumers

If you are a New Jersey consumer, the terms of the sections titled “Disclaimer of Warranties,” “Limitation of Liability,” and “Indemnification” do not limit or waive your rights under New Jersey law, and the limitations in these Terms of Use are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey.

Subject to the foregoing, we reserve all rights, defenses and permissible limitations under the laws of the State of New Jersey and under the laws of your state of residence if other than New Jersey.

Arbitration

In the event that any dispute between you and the Company cannot be resolved by negotiation, then any controversy or claim arising out of or relating to these Terms of Use shall be resolved by binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association (AAA) currently in effect. Arbitration means that an impartial third party will hear the dispute between the Company and you, and will provide a decision. Binding arbitration means that the decision of the arbitrator is final and enforceable. Any such arbitration shall take place in the state of your residence, and shall be conducted by a single, neutral arbitrator. Within seven (7) days of the effective date of the notice of arbitration, the Parties shall mutually agree upon an arbitrator. If the Parties cannot agree upon the identity of the arbitrator, the AAA shall provide the Parties with a list of five (5) qualified arbitrators, the Parties shall rank these candidates numerically, and the highest mutually ranked candidate shall be selected to preside over the dispute. A hearing shall be held within ninety (90) days of the effective date of the notice of arbitration. Such hearing shall last no more than five (5) business days. Within fourteen (14) days of the conclusion of the hearing, the arbitrator shall issue an award and a grant of non-monetary remedy or relief, if any. The arbitration shall not require any personal appearances by the Parties or witnesses unless otherwise agreed by the Parties. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. In deciding any arbitration under this section, the arbitrator shall apply the substantive law of the state of Texas, exclusive of its laws governing conflicts of law. However, matters relating to the enforceability of this section, to the procedures to be followed in carrying out any arbitration, and to any award granted under this section shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Arbitrable matters shall include: (i) matters concerning the scope, construction and enforcement of this section; and (ii) material matters that arise under or relate to these Terms of Use, including the applicability of the laws of the state of Texas to any provision of these Terms of Use. All claims and disputes that may arise directly or indirectly from these Terms of Use, whether in contract, tort, or otherwise, must be arbitrated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated jointly or consolidated with those of any other customer or user. The prevailing party in any arbitration, as determined by the arbitrator, shall be awarded all reasonable costs and fees of the arbitration, including without limitation, the arbitrator’s fees and reasonable attorneys’ fees. Any judgment upon the award rendered in any arbitration may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party has the right to file a civil action in the event that such Party deems it necessary to seek an equitable remedy; provided that, in the event that any Party seeks the remedy of public injunctive relief, then court proceedings related thereto shall be stayed, and the court shall retain jurisdiction over such request for public injunctive relief while such Party pursues its substantive claims in arbitration, and only if and when such Party prevails on the substance of its claims in arbitration shall such Party proceed to seek a public injunction in court.

Governing Law and Jurisdiction

The validity, interpretation, construction and performance of these Terms of Use, and all acts and transactions pursuant hereto and the rights and obligations of you and the Company hereunder shall be governed, construed and interpreted in accordance with the laws of the state of Texas, U.S.A., without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from these Terms of Use, whether in contract, tort, or otherwise, you and the Company hereby submit and consent to the exclusive jurisdiction of the state or federal courts located in Texas, U.S.A., and agree that any such litigation shall be conducted only in the courts of the state of Texas, U.S.A. or the federal courts of the United States located in Texas, U.S.A., and no other courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use, including without limitation any provision concerning arbitration, is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, then such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

Relationship of the Parties

Nothing in these Terms of Use creates any partnership, joint venture, franchise, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Assignment

You may not transfer, delegate, subcontract or assign any of your rights or obligations under these Terms of Use without the written consent of the Company. Any such purported transfer, delegation, subcontract or assignment in breach of the previous sentence will be null and void. We may, in our sole discretion, transfer, delegate, subcontract or assign, without notifying you, any of our rights or obligations under these Terms of Use.

Third-Party Beneficiaries

These Terms of Use are for the benefit of you and the Company only, and only you and the Company may enforce these Terms of Use. The Parties do not intend for these Terms of Use to confer any right or benefit on any third party. No third party may commence or prosecute an action against a Party to these Terms of Use by claiming to be a third-party beneficiary of these Terms of Use or any of the transactions contemplated in these Terms of Use.

Entire Agreement

These Terms of Use, and all other relevant and cited documents incorporated by reference herein, constitute the sole and entire agreement between you and the Company with respect to the Site and the use of the Site, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site and the use of the Site.

Last Updated: June 27, 2024.

Seller Terms and Conditions

Last Updated: Aug 2, 2024.

Introduction

THESE SELLER TERMS AND CONDITIONS APPLY TO (A) THE UTORIFY WEBSITE MADE AVAILABLE BY POLYMATH INC. (TOGETHER WITH ITS SUBSIDIARIES, “POLYMATH”, THE “COMPANY,” “WE” OR “US”) AVAILABLE AT WWW.UTORIFY.COM (THE “SITE”), (B) THE COMPANY’S MOBILE APPLICATION (THE “APPLICATION,” AND COLLECTIVELY, WITH THE SITE, THE “PLATFORM”), AND (C) THE PRODUCTS, SERVICES, FEATURES, TECHNOLOGIES, AND FUNCTIONALITIES PROVIDED BY THE COMPANY VIA THE PLATFORM (COLLECTIVELY, THE “SERVICES”).

EACH OF THE UTORIFY WEBSITE TERMS OF USE AND THE UTORIFY APPLICATION TERMS OF USE AND THE UTORIFY PRIVACY POLICY (AS POSTED ON THE SITE) IS MADE A PART OF THESE SELLER TERMS AND CONDITIONS AND IS INCORPORATED BY REFERENCE HEREIN.

BY CHECKING THE “I ACCEPT” BOX BELOW, YOU (“YOU” OR “SELLER,” INCLUDING YOU AS AN INDIVIDUAL AND ANY LEGAL ENTITY THAT YOU HAVE NAMED AS A USER AT THE TIME OF REGISTRATION FOR THE SERVICES) REPRESENT THAT (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE UTORIFY WEBSITE TERMS OF USE AND THE UTORIFY APPLICATION TERMS OF USE AND THE UTORIFY PRIVACY POLICY (AS POSTED ON THE SITE) AND THESE SELLER TERMS AND CONDITIONS, (ii) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND (iii) YOU HAVE THE AUTHORITY TO ENTER INTO THESE SELLER TERMS AND CONDITIONS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE SELLER TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE SELLER TERMS AND CONDITIONS, THEN YOU MAY NOT OFFER OR SELL PRODUCTS ON OR THROUGH THE PLATFORM OR THE SERVICES.

THESE SELLER TERMS AND CONDITIONS INCLUDE (1) YOUR AGREEMENT THAT THE COMPANY HAS NO LIABILITY REGARDING THE SERVICES (SECTION 2 (“THE COMPANY ONLY PROVIDES A VENUE”)); (2) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY (SECTION 17 (“DISCLAIMER OF WARRANTIES AND CONDITIONS”)); (3) YOUR CONSENT TO RELEASE THE COMPANY FROM LIABILITY (SECTION 15 (“RELEASE”)); AND (4) YOUR AGREEMENT TO INDEMNIFY THE COMPANY FOR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (SECTION 16 (“INDEMNIFICATION”)).

PLEASE NOTE THAT SECTION 22 (“ARBITRATION AGREEMENT”) CONTAINS PROVISIONS GOVERNING THE RESOLUTION OF DISPUTES BETWEEN YOU AND THE COMPANY.  AMONG OTHER THINGS, SECTION 22 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 22 ALSO CONTAINS A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER.

PURSUANT TO THE AGREEMENT TO ARBITRATE: (i) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (ii) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM AND THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

SECTION 4.4 (“COMMUNICATIONS FROM THE COMPANY”) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGES, AND PHONE.

Terms and Conditions

1. MARKETPLACE TRANSACTIONS ON THE PLATFORM

The Services on our Platform provide, among other things, tools that are designed to process payments from a third-party purchaser (“Buyer”) for certain digital products (“Digital Products”) and/or physical products (“Physical Products,” and together with Digital Products, “Products”) on the Platform or on a third-party website owned or controlled by you (“Seller Property”) and to facilitate the delivery of Digital Products to Buyers. The Platform provides a searchable marketplace of all Products being offered for sale by a Seller. The Platform allows users that have an account with the Company to sell or buy Products that the Company deems eligible for sale through the Platform, and allows Buyers to share their experiences and feedback by posting ratings and reviews of Products offered or sold through the Platform or any Seller Property. To qualify for inclusion on the Platform, Products must meet product eligibility requirements, and the Company shall have the sole discretion to determine and change from time to time the product categories and products that are eligible for sale through the Platform. As a marketplace, the Company does not own or sell the Products listed on the Platform, and the Company is not a party to any transaction or other interaction between users through the Platform. Any contract for the sale of Products through the Platform is entered into directly between the Seller and the Buyer. The Company facilitates such transactions by hosting the Platform and the Services, displaying pricing, listing Products, and processing payments as described in more detail below. The Company shall have no responsibility with respect to any transactions that are not conducted through the Platform.

2. THE COMPANY ONLY PROVIDES A VENUE.

While we may, in our discretion, help facilitate the resolution of disputes, the Company has no control over and does not guarantee: (i) the existence, quality, timing, condition, safety or legality of Products offered through the Platform; (ii) the truth or accuracy of listings, posts or any other content or information provided by any Seller or other user through the Platform; (iii) any ratings provided by users; (iv) the integrity or responsibility of, or any action of, any Seller or Buyer; (v) the ability of Sellers to sell Products; (vi) the ability of Buyers to pay for Products; (vii) that a Buyer and Seller will actually complete a transaction or return a Product; or (viii) that a Buyer will return a Product if a return has been authorized through the Platform or a Seller Property. We do not take part in the interaction between Buyers and Sellers.

3. INTERACTIONS WITH OTHER USERS.

When interacting with other users you should exercise caution in order to protect your personal safety and property. You are solely responsible for your interactions with other users (including Buyers and/or Sellers) and any other parties with whom you interact; provided, however, that the Company reserves the right, but has no obligation, to provide support in the event of disputes between users. YOU ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM OR THE SERVICES, AND THAT THE COMPANY MAKES NO REPRESENTATION WITH RESPECT TO INTERACTIONS BETWEEN USERS.

4. USE OF THE SERVICES.

4.1 Website License.

Subject to your compliance with the Utorify Website Terms of Use and the Utorify Privacy Policy and these Seller Terms and Conditions, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the features and functionality of the Platform available through the Site for your own lawful personal purposes or lawful business purposes.

4.2 Application License.

Subject to your compliance with the Utorify Application Terms of Use and the Utorify Privacy Policy and these Seller Terms and Conditions, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own lawful personal purposes or lawful business purposes. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you agree that will only use such App Store Sourced Application (i) on an Apple-branded product that runs on iOS (Apple’s proprietary operating system), and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms of Service; except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

4.3 Updates.

Because the Services are evolving, the Company may require you to accept updates to the Services that you have installed on your computer or mobile device. You acknowledge and agree (i) that the Company may update the Services with or without notifying you, and (ii) that you may need to update third-party software from time to time in order to use the Services.

4.4 Communications From the Company.

By entering into these Seller Terms and Conditions or using the Services, you agree to receive communications from us, including via email, text messages, and phone. You agree that such messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include, but are not limited to: (i) operational communications concerning your Account (as defined below) or the use of the Services, (ii) updates concerning new and existing features of the Services, (iii) communications concerning promotions run by us or our third-party partners, and (iv) news concerning Polymath and industry developments.

5. REGISTRATION

5.1 Registering Your Account.

In order to access certain features of the Services you may be required to become a Registered User and specifically open an account. For purposes of these Seller Terms and Conditions, a “Registered User” is a user who (i) has registered an account within the Services (an “Account”); (ii) has a valid account on a social networking service (“SNS”) through which the user has connected to the Services (each such account, a “Third-Party Account”); or (iii) has an account with the provider of the Application for the user’s mobile device.

5.2 Access Through a SNS.

If you access the Services through a SNS as part of the functionality of the Services, you may link your Account with any Third-Party Account, by allowing the Company to access such Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Company and to grant the Company access to the applicable 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 such Third-Party Account, and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers. By granting the Company access to any Third-Party Accounts, you acknowledge and agree that the Company may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”), so that it is available through the Services via your Account. Unless otherwise specified in these Seller Terms and Conditions, all SNS Content shall be considered to be Your Content (as defined in Section 9.1 (“Types of 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 within the Services. If a Third-Party Account or associated service becomes unavailable, or the Company’s access to such Third-Party Account is terminated by the third-party service provider, then the associated SNS Content will no longer be available through the Services. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Services. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENTS WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND THE COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. The Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and the Company shall not be responsible for any SNS Content.

5.3 Registration Data.

In registering for an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least thirteen (13) years old; (ii) legally able to form a binding contract, either because you are at least eighteen (18) years old or because your parent or guardian has consented to you registering an Account; and (iii) not a person barred from using the Platform or the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Platform or the Services by minors. You may not share your Account or password with anyone, and you agree to (1) notify the Company promptly of any unauthorized use of your password or any other breach of the security of your Account; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, the Company shall have the right to suspend or terminate your Account and to refuse any and all current or future use of the Services or any portion thereof by you. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed from the Platform by the Company or if you have been previously banned from any of the Services.

5.4 When You Cancel Your Account.

As a Seller you may cancel and delete your Account at any time, but you agree that any Products purchased by Buyers through your Account will remain accessible exclusively to those who have purchased them, even after the cancellation and deletion of your Account.

5.5 Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

5.6 Affiliates.

The Company offers two options to expand the sales of Digital Products through the use of affiliates: (i) a Seller may designate one (1) or more eligible users each of whom is bound by an agreement between the Company and each Affiliate (as defined in the next sentence) (the “Affiliate Terms and Conditions,” available here) as an affiliate who is permitted to promote such Seller’s Digital Products by publishing Links (as defined below) on such affiliate’s websites or otherwise sharing the Links with prospective Buyers (a “Seller Affiliate”); and (ii) a user may affiliate with the Company directly, without being designated by any Seller, in order to promote the Digital Products of Sellers chosen by the affiliate, by agreeing to the Affiliate Terms and Conditions and publishing Links (as defined below) on such affiliate’s websites or otherwise sharing the Links with prospective Buyers (a “Utorify Affiliate”). Either of a Seller Affiliate or a Utorify Affiliate may be referred to herein as an “Affiliate.” An Affiliate will earn financial compensation from the applicable Seller upon the completion of a sale of the applicable Seller’s Digital Products that originated from the Links (each such sale, an “Affiliate Transaction”), subject to the Affiliate Terms and Conditions. “Links” means embedded graphics, icons, text, or HTML code provided by the Company that contains unique hypertext pointed to a Universal Resource Locator (URL) address to the Seller’s Digital Products that allows the Company to identify the Affiliate as the source of an Affiliate Transaction. For each completed Affiliate Transaction, the Affiliate will receive a fee (the “Affiliate Fee”) equal to the Retail Price (as defined in Section 6.2 (“Listing and Delivery of Digital Products”) below) of the applicable Digital Product multiplied by an affiliate percentage that is (i) in the case of a Seller Affiliate, determined by the Seller for such Digital Product at the moment the Affiliate Transaction is completed, and (ii) in the case of a Utorify Affiliate, fixed by the Company in accordance with the Affiliate Terms and Conditions.

(a) Each Affiliate must agree to the Affiliate Terms and Conditions and must register an Account within the Services. The Company reserves the right, in its sole discretion, to accept or reject the registration of any proposed Affiliate for any reason or no reason. In general, Affiliates will be subject to the following procedure: (i) in the case of a Seller Affiliate, the Seller will add the Affiliate to those of the Seller’s Digital Products chosen by the Seller, and in the case of a Utorify Affiliate, the Affiliate will choose any Digital Products offered by any Seller and each such Seller will choose whether to accept the use of such Affiliate for referrals of such Digital Products, (ii) the Affiliate will be notified and will be issued Links to such Digital Products, and (iii) when a potential purchaser clicks on such a Link, a cookie will be placed on the potential purchaser’s browser, and if within such time period the purchaser buys the Digital Product pointed to by such Link, the Affiliate will be credited with the sale and will receive its corresponding Affiliate Fee. When two Affiliates refer a purchaser to the same product, the Affiliate whose Link was clicked on the most recently will be credited with the sale. A referral by an Affiliate will only work if the potential purchaser’s browser accepts cookies.

(b) There are no additional fees charged by the Company for Affiliates. Only an Affiliate’s sales commission in the form of the Affiliate Fee will be deducted from each sale credited to the Affiliate. However, Utorify Fees (as defined in Section 8.1 (“Seller’s Payment of Utorify Fees”) below) will apply to sales credited to Affiliates in the same manner and to the same extent as sales credited directly to Sellers, and will be deducted from amounts payable to Sellers. No part of any Utorify Fee will be deducted from an Affiliate Fee.

(c) A Seller may terminate and remove any of its Seller Affiliates at any time in its sole discretion. The Company may terminate and remove any Utorify Affiliate at any time in its sole discretion. Any Affiliate may terminate its Account at any time in its sole discretion. Notwithstanding the foregoing, any Products purchased by Buyers through referrals by an Affiliate will remain accessible exclusively to those who have purchased them, even after the cancellation and deletion of the Affiliate’s Account.

(d) An Affiliate will receive a notification whenever a sale is made through the Affiliate’s referral. All amounts credited to an Affiliate will be added to the Affiliate’s Account balance and paid out in the same manner as, and on the same schedule as, payouts made to Sellers.

(e) When a Buyer is refunded following its purchase of a Product referred by an Affiliate, the entire sale price (except for any Utorify Fee charged to the Buyer for the original sale transaction and any fee charged by a Third-Party Service Provider (as defined in Section 8.3 (“Third-Party Service Providers”) below)) will be refunded to the Buyer, and the Affiliate will lose its Affiliate Fee for the sale. If the Affiliate has already been paid out for such sale, the refunded money will be debited to the balance in the Affiliate’s Account. If the Affiliate has less money in its Account balance than a given refund amount, its balance will go negative. The Company will recover any such negative balance from future Affiliate Fees earned by the Affiliate.

(f) The use of a given Affiliate may cause Sellers to become subject to the tax laws of the Affiliate’s state or country, and therefore (i) may cause Sellers to become subject to sales or other taxes in additional jurisdictions, and (ii) may impact sales of both digital and physical products across other platforms used by such Sellers, in addition to sales made through the Platform.

6. LISTING PRODUCTS

6.1 Risks; No Warranty.

You assume certain risks in using a marketplace service such as the Utorify Platform and the Services. Buyers contract directly with Sellers for the purchase of Products through the Platform. The Company does not make any representations or warranties regarding potential or actual purchasers of Products offered or sold through the Platform or any Seller Property. You as a Seller acknowledge and agree that you bear all of the risks in selling Products through the Platform.

6.2 Listing and Delivery of Digital Products.

With respect to a Digital Product, Seller may upload a digital file in a format approved by the Company (including, but not limited to, .mp3, .pdf, .png, and .jpeg files) to the Platform and sell the Digital Product at a retail price determined by Seller in its sole and absolute discretion (the “Retail Price”). Upon a Buyer’s purchase of a Digital Product on the Platform, as described in Section 6.5 (“Buyers Purchasing Products”), or through a Seller Property which leverages the Platform and the Services, the Company will promptly facilitate the payment from Buyer to Seller, collect the applicable Utorify Fee (as defined in Section 8.1 (“Seller’s Payment of Utorify Fees”) below), and facilitate the Buyer’s access to the Digital Product or delivery of the Digital Product to Buyer. After purchase of a Digital Product, the Buyer will gain prompt access to such Digital Product through the Buyer's Account.

6.3 Listing and Delivery of Physical Products.

With respect to Physical Products, Seller may upload a listing of a Physical Product to the Platform and sell the Physical Product at a Retail Price determined by Seller in its sole and absolute discretion. Upon a Buyer’s purchase of a Physical Product as described in Section 6.5 (“Buyers Purchasing Products”), the Company will promptly facilitate the payment from Buyer to Seller and collect the applicable Utorify Fee (as defined in Section 8.1 (“Seller’s Payment of Utorify Fees”) below). Seller is solely responsible for the fulfillment and delivery of Physical Products to the Buyer in a timely manner. The Company does not ship, handle or take custody of Physical Products at any point.

6.4 Listing and Delivery of Services.

Services may be listed and sold on the Platform only if such services are incidental to, or in support of, the sale of Digital Products or Physical Products. To qualify for inclusion on the Platform, the offer and sale of services must meet eligibility requirements, and the Company shall have the sole discretion to determine and change from time to time the types of services that are eligible for sale through the Platform.

6.5 Buyers Purchasing Products.

Buyers contract directly with Sellers for the purchase of Products through the Platform. A Buyer may purchase Products through the Platform only with an Account. To purchase a Product, a Buyer must complete the checkout process and provide an authorized payment method. Except as set forth below, all purchases through the Platform are final. All payments by Buyers for purchases through the Platform must be made through the Platform using a payment method that the Company in its sole discretion makes available through the Platform as further described in Section 8.3 (“Third-Party Service Providers”).

6.6 Currency Conversion.

If the Seller lists the Retail Price of a Product in a currency other than United States Dollars (“USD”), the Company will calculate a USD price based upon an exchange rate determined by the Company. Due to the fluctuating nature of exchange rates, the Company does not guarantee that the exchange rate displayed reflects the most up-to-date rate. Accordingly, the Company recommends that you confirm current rates before engaging in any transactions on the Platform. Regardless of listed currency, all transactions, including for Digital Products or Physical Products, and transactions via a Seller Property, will settle in USD.

6.7 Refund Policy.

(a) The Company has no obligation to provide refunds or credits, but may grant them (i) in circumstances where the Seller has committed fraud, or to correct any errors made by the Company or a Seller, or where the Product in question violates these Seller Terms and Conditions, in each case in the Company’s sole discretion, or (ii) at the direction of the Seller in accordance with the Seller’s refund policy published through the Platform.

(b) Once a refund request has been submitted by a Buyer, it cannot be canceled. Pursuant to its agreement with the Company, the Buyer acknowledges and agrees that this measure is necessary in order to prevent potential exploitation of our refund system and to ensure a streamlined refund process.

(c) A Seller may set its own refund periods, up to a maximum of seven (7) days from the date of purchase. The Company will enforce a strict limit of seven (7) days for any refund period. A Seller may choose any duration within this limit but may not exceed it.

(d) When a Seller refunds a purchase made using a Third-Party Service Provider (as defined in Section 8.3 (“Third-Party Service Providers”)), the Third-Party Service Provider may keep its fees on the sale but refund the entire purchase amount to the Buyer. In this case, you as the Seller shall be responsible for the Third-Party Service Provider’s fees.

(e) Upon the approval of a refund pursuant to Section 6.7(a), the full amount of the authorized refund will be offset against funds pending settlement to Seller, including in connection with future sale proceeds. To the extent applicable, the Company will process the refund payment to Buyer on Seller’s behalf. If you as the Seller do not have sufficient funds in your Account to cover a refund, the refund request will be placed in a pending status, and you will be required to deposit the necessary funds into your Account within seven (7) days to cover the refund amount. If you fail to resolve the negative balance within seven (7) days, your Account will be suspended. You will then have an additional seven (7) days (for a total of fourteen (14) days) to rectify the situation. During the period when your Account is suspended due to insufficient funds, all funds pending settlement to you, including in connection with future sale proceeds, will be withheld until the negative balance is resolved. After such total of fourteen (14) days, if the balance in your Account remains unresolved, your Account will be closed, and you will be prohibited from future registrations on the Platform or within the Services. You acknowledge and agree that this measure is necessary in order to prevent potential exploitation of our refund system and to ensure a streamlined refund process.

(f) We charge and refund Buyers in USD. In a refund, the amount that Buyers receive back in their local currency may be different than what they initially paid due to differences in exchange rates.

(g) To the extent that purchased Products are accessible to the Buyer through the Platform, (i) a Buyer will still have access to its purchased Products after a partial refund, and (ii) in the case of a full refund, the Buyer will no longer be able to access the purchased Products or receive updates to the respective purchased Products. Refunding a Buyer fully will also delete any Product rating that such Buyer has given.

(h) Refunds for Products that were referred to the Buyer by an Affiliate will be made as described in Section 5.6(e) above.

7. TAXES.

7.1 No Tax Advice.

This Section 7 (“Taxes”) is not exhaustive and does not constitute, and should not be relied upon as, legal or tax advice. Some aspects of the tax treatment of the Platform and the Services may vary between jurisdictions, and applicable tax rules, and the interpretation and application of such rules, may be subject to uncertainty or change. Except to the extent specifically agreed by the Company, you are solely responsible for the proper administration, collection and reporting and remittance to the appropriate authority of all applicable taxes. You acknowledge and agree that it is your responsibility to consult your own tax advisers.

7.2 Indirect Tax—Definition.

“Indirect Tax” includes any sales, use, value added, or goods and services tax, any similar tax on sales, turnover or consumption, and any import, customs and similar taxes, duties and tariffs, together, in each case in any jurisdiction and together with any related penalties and interest.

7.3 Indirect Tax—General Position.

Except in situations covered in Section 7.4 below (“Indirect Tax—Tax Facilitated Sales”), it is intended that the Seller (and not the Company) should generally be treated as the supplier, for relevant Indirect Tax purposes, of Products sold using the Platform, and that the Seller shall be solely responsible for the administration, collection, reporting and remittance of any relevant Indirect Tax (except in limited circumstances where the Buyer may be responsible, for example as outlined in Section 7.6 (“Indirect Tax for Buyers”) below).

7.4 Indirect Tax—Tax Facilitated Sales.

In certain situations, the Company may choose to provide facilitated tax collection, reporting and remittance services on behalf of Sellers. In such situations, subject to the detailed terms on which such services are provided, and depending on the jurisdictions involved, the Company may be treated as the supplier, for relevant Indirect Tax purposes, and, if so, should generally be responsible for the collection, reporting and remittance of any relevant Indirect Tax (except in limited circumstances where the Buyer may be responsible, for example as outlined in Section 7.6 (“Indirect Tax for Buyers”) below). The Company will collect and remit Texas sales and use tax for sales made by Sellers to Buyers located in Texas, unless a Seller provides the Company with current documentation showing that such collection and remission is not required under Texas law.

7.5 Indirect Tax on Utorify Fees.

In some circumstances, Utorify Fees may be subject to Indirect Tax. Where appropriate, the Company will be responsible for the administration, collection, reporting and remittance of such Indirect Tax, although in some circumstances the Buyer may be responsible (for example if a Buyer is required to account for value added tax, or goods and services tax, outside the United States under a “reverse charge” mechanism).

7.6 Indirect Tax for Buyers.

Buyers may in some circumstances be responsible for Indirect Taxes. For example, in the case of cross-border purchases of Physical Products, the Buyer may be responsible for Indirect Taxes on the import of the Physical Products. The Company will not assume responsibility for collecting value added tax on Physical Products unless required to do so by applicable law. Value added tax due on Physical Products may be required to be paid by the Buyer on the inbound shipment receipt. Buyers outside the United States may also, in some circumstances, be required to account for value added tax or goods and services tax under a “reverse charge” mechanism.

7.7 Indirect Tax on Affiliate Fees.

In some circumstances, Affiliate Fees may be subject to Indirect Tax. Except in circumstances where the Company may be responsible, as in circumstances similar to those described in Section 7.4 (“Indirect Tax—Tax Facilitated Sales”) above, Affiliates will be responsible for the administration, collection, reporting and remittance of any such Indirect Tax.

7.8 Direct Tax.

It is your personal responsibility to disclose your earnings to your relevant tax authority, and to ensure that you are paying the correct amount of income tax. The Company may in some circumstances be required to disclose information about you to tax authorities.

7.9 Amounts Generally Exclusive of Indirect Tax.

Except where expressly stated otherwise, all prices on the Platform, and all amounts payable to the Company pursuant to these Seller Terms and Conditions (or which reduce amounts payable by the Company), including Utorify Fees, are exclusive of any applicable Indirect Tax, and additional payment shall be made to cover such Indirect Tax, at the same time as the payment to which such Indirect Tax relates. However, any amounts payable by the Company pursuant to this Agreement, including without limitation Affiliate Fees, are inclusive of any applicable Indirect Tax, and no additional amounts shall be payable by the Company in respect of such Indirect Tax.

7.10 Payment of Tax by the Company.

If the Company considers that it is liable (including jointly liable) for any Indirect Tax in connection with the sale of a Product (or any other supply) by a Seller, the Company shall be entitled to deduct an amount equal to such Indirect Tax from any amounts otherwise payable to such Seller, and to account for such Indirect Tax to the appropriate tax authority and/or to apply such withheld amount in satisfaction of the Company’s liability in respect of such Indirect Tax. If the Company considers that any withholding or deduction on account of tax is required by applicable law to be made from any payment pursuant to these Seller Terms and Conditions, it shall be entitled to make such withholding or deduction, and shall not be required to increase or gross up any payment on account of such withholding or deduction.

7.11 Compliance with Tax Laws.

When you use the Platform or the Services you agree that you will comply with all relevant tax laws and regulations. In particular, and without limitation, you agree that you will comply with all laws relating to the administration, collection, reporting and remittance of tax, and that you will ensure that applicable amounts of Indirect Tax are correctly displayed on any Seller Property which you operate. If you and the Company are jointly liable for any tax, you agree such tax will be payable by you.

7.12 Reimbursement and Indemnification.

To the extent that the Company is liable in respect of any Indirect Tax in connection with the sale of a Product (or any other supply) by a Seller, or any other tax properly attributable to a Seller or a Buyer, and an amount equal to such Indirect Tax or other tax has not been deducted from amounts payable to a Seller pursuant to Section 7.10 (“Payment of Tax by the Company”) above, then the Seller shall reimburse and indemnify the Company in respect of such Indirect Tax or other tax.

7.13 Tax Information.

You agree to provide to us, on request, any information and evidence (including official receipts) which the Company may reasonably request to demonstrate that you have complied with Section 7.11 (“Compliance with Tax Laws”) above, in order to allow the Company to comply with its obligations, including in connection with any request for information which the Company may receive from any tax authority.

8. ADDITIONAL PAYMENT TERMS

8.1 Seller’s Payment of Utorify Fees.

The Company does not assess or collect “listing” or “insertion” fees, but will charge and collect from the Seller, and Seller shall pay, certain Platform fees and/or a per-transaction fees (“Utorify Fees”) for each sale made through the Platform or through a Seller Property that utilizes the Services on the Platform. We may change the Utorify Fees from time to time by posting the changes on the Site. Any new Utorify Fees will apply to transactions only after the changes are posted to the Site. The Utorify Fees owed for each sale through the Platform or through a Seller Property that utilizes the Services on the Platform are automatically deducted from the purchase price paid by the Buyer, with the remainder (less any amounts in respect of taxes) settled to Seller.

8.2 Buyer’s Payment for Products.

Buyer is obligated to make payment upon purchase of a Product by providing an eligible payment method at checkout. Buyer is responsible for all approved charges. Upon final purchase, the Company, through its third-party service providers, will charge the payment method specified by Buyer at checkout. All purchases made by Buyer are processed by the Company and its third-party service providers on behalf of Seller to facilitate the settlement of proceeds to Seller (less applicable fees and taxes).

8.3 Third-Party Service Providers.

The Company currently uses Stripe, Inc. and its affiliates, as well as PayPal, as third-party service providers for payment processing services (e.g., card acceptance, merchant settlement, and related services) (each, a “Third-Party Service Provider”). By selling through the Platform or the Services, (a) you agree to be bound by, in the case of Stripe, Stripe’s Privacy Policy (currently accessible at https://stripe.com/privacy) and its Stripe Connected Account Agreement (currently accessible at https://stripe.com/legal/connect-account), and in the case of PayPal, PayPal’s Privacy Statement (currently accessible at https://www.paypal.com/us/legalhub/privacy-full) and its terms of service (currently accessible at https://www.paypal.com/us/legalhub/useragreement-full?locale.x=en_US), and in the case of any other Third-Party Service Provider, similar policies and agreements of such other Third-Party Service Provider, as applicable; (b) you agree to provide only true, accurate, current and complete information about you and to update such information as necessary to maintain its truth and accuracy; and (c) you hereby give consent for and authorize the Company, Stripe and PayPal to share any information and payment instructions you provide with one or more Third-Party Service Providers to the minimum extent required to complete your transactions.

8.4 Additional Identity Verification.

The Company reserves the right, but has no obligation, to request additional information from Buyers or Sellers for purposes of identity verification in order to safeguard the integrity of the Platform and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that the Company may request, or seek to confirm, may include a Buyer’s or Seller’s full legal name, mailing address, phone number, date of birth, taxpayer identification number (e.g. Social Security Number), and bank account information, and a form of government-issued identification.

8.5 Seller’s Appointment of the Company as Limited Payments Agent.

By accessing the Platform and the Services, each Seller hereby appoints the Company as its limited payments agent for the limited purpose of receiving, holding and facilitating settlement of payments to Seller for sales of Products through the Platform or through a Seller Property utilizing the Services, to the extent applicable. The Company, through its Third-Party Service Providers, will settle payments to Seller that are actually or constructively received by the Company, less any amounts owed to the Company, including the Utorify Fees, other fees and obligations, and amounts in respect of taxes, as set forth in these Seller Terms and Conditions. Seller agrees that a payment actually or constructively received by the Company on behalf of Seller satisfies Buyer’s obligation to make payment to Seller, regardless of whether the Company or its Third-Party Service Provider actually settles such payment to Seller. If the Company does not settle any such payments as described in this Section 8 (“Additional Payment Terms”) or otherwise in these Seller Terms and Conditions, Seller will have recourse against only the Company (or its Third-Party Service Provider, as applicable) and not Buyer. In accepting this appointment as Seller’s limited payments agent, the Company assumes no liability for any acts or omission by Seller, and Seller understands that the obligation of the Company and its Third-Party Service Providers to settle funds to Seller is subject to and conditioned upon the Buyer’s actual payment and these Seller Terms and Conditions.

8.6 Seller’s Funds Pending Settlement.

For convenience, a Seller is able to obtain information regarding the proceeds of sales pending settlement through the dashboard made available in the Seller’s Account. This information merely reflects the sales proceeds processed on the Seller’s behalf and does not constitute a deposit or other obligation of the Company or its Third-Party Service Providers to Seller. Funds pending settlement to a Seller will be held in an account with the Company’s Third-Party Service Providers pending disbursement to the Seller. Disbursement of funds to a Seller may be delayed as described in Section 8.8(b) below. Seller agrees that it (i) is not entitled to any interest or other compensation associated with any funds pending settlement to Seller, (ii) has no right to direct any account holding such funds, and (iii) may not assign any interest in any accounts held with or through the Company or its Third-Party Service Providers. The Company, through its Third-Party Service Providers, facilitates disbursement of funds to a Seller to the account associated with the payout information designated by the Seller. If payment is made to the Seller in error, or if the Seller receives funds that the Seller is not otherwise entitled to receive at the time of disbursement, the Company has the right to recoup such amounts from the Seller, including without limitation by initiating a debit or charge to any account provided by the Seller in connection with the Services. The Company may also offset against funds pending settlement to a Seller any sums due, or reasonably likely to become due, to the Company pursuant to these Seller Terms and Conditions.

8.7 Seller’s Obligations and Restrictions on Seller’s Activities through the Services.

In addition to other terms applicable to Sellers in this Agreement, when you as a Seller use the Services, you acknowledge and agree that:

(a) You will not, and will not attempt to, promote, distribute or deliver Products through the Services in any manner that: (i) violates, or may violate, the rules or policies of our Third-Party Service Providers; (ii) violates the List of Prohibited Products and Activities attached as “Exhibit A” to these Seller Terms and Conditions, or violates the Utorify Website Terms of Use or the Utorify Application Terms of Use or the Utorify Privacy Policy; (iii) is illegal; (iv) promotes or encourages discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (v) targets children under the age of thirteen (13) years old; or (vi) could reasonably be construed as abusive toward any person or group.

(b) You will use best efforts to ensure that all communications, representations and warranties you make in connection with your Products will: (i) be accurate and contain all disclosures and disclaimers necessary to prevent such communications and representations from being false, deceptive, or misleading; and (ii) otherwise comply with all applicable laws, regulations, advisories, and policies related to consumer protection.

(c) You agree to provide public-facing contact information, your refund policy, and order fulfillment timelines for all Products, and you agree to use reasonable commercial efforts to ship any Physical Product sold to a Buyer no later than 2 calendar days from the date of the Buyer’s purchase as described in Section 6.5 (“Buyers Purchasing Products”).

(d) You will not require or suggest that a Buyer agree to any terms that reduce or limit Section 6.6 (“Refund Policy”) or that otherwise impinge upon or interfere with the Company’s rights under these Seller Terms and Conditions.

(e) You will promptly: (i) respond to inquiries from the Company; (ii) notify the Company of any regulatory or legal complaints, or threats of such complaints, that you receive in connection with or in relation to any Product; and (iii) assist the Company, at your sole cost and expense, in taking any appropriate or necessary actions reasonably requested by the Company to respond to such inquiries and resolve such complaints.

(f) You will comply with all applicable laws, regulations, court orders, applicable industry requirements (including, but not limited to, any and all applicable provisions of the Visa International Operating Regulations, MasterCard Merchant Rules, and Payment Card Industry (PCI) compliance standards), and any policy or standard that may be issued or published by the Company from time to time.

(g) In the event that you promote or deliver any Products that contain personal information of any other individual, you shall have (i) provided any notice to the relevant data subjects that may be required under applicable data privacy laws, and (ii) to the extent required under applicable data privacy laws, established a legal basis for your use of such personal data.

(h) If you send emails, directly or indirectly, in connection with any Product, then you agree, acknowledge, represent and warrant that all such emails, and your procurement of the email addresses of the recipients thereof, shall be in compliance with all applicable federal, state, and international laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Children's Online Privacy Protection Act, the U.S. CAN-SPAM Act, and the Canadian Anti-Spam Law.

(i) If you send, initiate or procure a “call” (as that term is defined by the Telephone Consumer Protection Act), directly or indirectly, in connection with any Product, you agree, acknowledge, represent and warrant that you have obtained all necessary consents and authorizations under, and will be at all times in full compliance with, all applicable laws and regulations, including without limitation regulations issued by the Federal Trade Commission and the Federal Communications Commission, and state laws related to anti-spam, text messages and Do-Not-Call Registries.

8.8 Suspension of Seller’s Account.

(a) Notwithstanding anything in these Seller Terms and Conditions to the contrary, the Company in its sole discretion may suspend or terminate any Seller’s Account, and may terminate Seller’s rights to access, use, or otherwise participate in the Services or any portion thereof, or may retain any or all funds pending settlement to Seller, if the Company suspects or has reason to believe that (i) Seller has violated the law or breached any material part of these Seller Terms and Conditions, or (ii) Seller’s Account has become dormant or has a negative balance, or (iii) Seller engages in any conduct that the Company in its sole discretion considers unacceptable. Upon such termination, Seller agrees to immediately cease all use of the Services. Following suspension or termination of Seller’s Account or retention of funds pursuant to this section, the Company will review Seller’s Account in a manner determined by the Company in its sole discretion, and Seller agrees to cooperate with such review if requested by the Company. If the Company concludes as a result of such review that there is a reasonable basis to believe misconduct has occurred, Seller agrees that (i) the damages caused by any such misconduct would be difficult or impossible to estimate in advance, and (ii) the Company may retain funds in Seller’s Account as liquidated damages to the extent necessary, as documented in writing by the Company, to compensate the Company or third parties for damages caused by such misconduct. Seller acknowledges and agrees that such liquidated damages: (A) are not a penalty, and (B) are reasonable and not disproportionate to such presumed damages to the Company or third parties.

(b) The Company may temporarily withhold any portion of funds pending settlement to Seller (as reflected in Seller’s Account) if the Company in its sole discretion determines that such action is necessary to secure payment for, performance of, or assurances regarding any liabilities, obligations, or indebtedness Seller may have incurred to the Company or any Buyer. If Seller experiences a refund rate in excess of fifteen percent (15%), Seller authorizes the Company to hold in reserve an amount equal to twenty-five percent (25%) of Seller’s funds pending settlement for ninety (90) days on a rolling basis to offset the potential cost of future refunds. If Seller experiences a refund rate in excess of twenty-five percent (25%), Seller’s Account may be suspended, terminated, or otherwise subject to additional conditions or fees.

9. RESPONSIBILITY FOR CONTENT

9.1 Types of Content.

You acknowledge that all Content (as defined in Section 5.2 (“Access Through a SNS”) above), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not the Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other users of the Services, and not the Company, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”).

9.2 Storage.

Unless expressly agreed to by the Company in writing, the Company has no obligation to store any of Your Content that you Make Available within the Services. The Company has no responsibility or liability for (i) the timeliness, deletion, mis-delivery or accuracy of any Content, including Your Content; (ii) the failure to store, transmit, or receive transmission of Content; or (iii) the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You acknowledge and agree that you are solely responsible for applying the appropriate level of access to Your Content, and that if you do not choose the level of access, the system may default to its most permissive settings. You agree that the Company retains the right to create reasonable limits on the Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described within the Services and as otherwise determined by the Company in its sole discretion.

10. OWNERSHIP

10.1 Ownership of the Platform and the Services.

Except with respect to Your Content and User Content, you agree that the Company and its suppliers own all rights, title and interest, including moral rights, in and to the Platform and the Services and all content thereon or therein (including but not limited to, any themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, Company software, AI-generated scripts, course titles, course descriptions, and course captions), and including documentation of any or all of the foregoing. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.

10.2 Trademarks.

The Utorify^TM trademark, and all related graphics, logos, service marks and trade names used on or in connection with the Platform and the Services are the trademarks or trade dress of the Company and may not be used in connection with your, or any third-party, products or services without the permission of the Company. Other trademarks, service marks and trade names that may appear on or within the Platform and the Services are the property of their respective owners.

10.3 Your Content.

The Company does not claim ownership of Your Content. However, during the full duration of the period when you as a Registered User post or publish Your Content on the Platform or within the Services, you represent that you own or have a royalty-free, worldwide, sub-licensable legal right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or later developed.

10.4 License to Your Content.

Subject to any applicable account settings that you select, you grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sub-licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating the Platform and the Services and providing them to you and to our other users. You acknowledge and agree that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Platform or the Services. You represent and warrant that the holders of any intellectual property rights, including moral rights, in Your Content, have either effectively waived all such rights or have completely and irrevocably granted to you the right to grant the license stated above. You agree that you, and not the Company, are responsible for all of Your Content that you Make Available on the Platform or within the Services. Any Content posted by you in your profile may not contain nudity, violence, or sexually explicit or offensive subject matter as determined by the Company in its sole discretion. You may not post or submit for print services a photograph or other likeness of another person in any tortious manner or without obtaining that person’s permission to the extent required by law.

10.5 Ownership Disputes.

You acknowledge and agree that the Company is not responsible for disputes between Sellers, Buyers and third parties regarding intellectual property ownership or theft.

10.6 Username.

Notwithstanding anything contained herein to the contrary, by submitting Your Content to any comments, or any other area within the Services, you hereby expressly permit the Company to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

10.7 Feedback.

You agree that submission of any ideas, suggestions, documents, or proposals to the Company (“Feedback”) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all legal rights necessary to submit any Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform and the Services and the Company’s business.

11. USER CONDUCT AND CERTAIN RESTRICTIONS.

As a condition of your use of the Platform and the Services, you agree not to use the Platform or the Services for any purpose that is prohibited by these Seller Terms and Conditions or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or the Services or any portion of the Platform or the Services; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of the Company; (c) create any metatags or other “hidden text” using the Company’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent that the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained on the Platform or in the Services (except that the Company grants to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (f) remove or destroy any copyright notices or other proprietary markings contained on the Platform or within the Services. Further, you shall not (and you shall not encourage any third party to) either (a) take any action or (b) Make Available any Content on the Platform or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without the Company’s prior written consent; (v) impersonates any person or entity, including any employee or representative of the Company; (vi) interferes with or attempts to interfere with the proper functioning of the Platform or the Services or uses the Services in any way not expressly permitted by these Seller Terms and Conditions; (vii) manipulates the price of any listed Product or interferes with a user profile or Seller listings; (viii) transfers your Account and username to another party without the Company’s consent; (ix) bypasses our robot exclusion hardware or software, interferes with the working of the Platform, or imposes an unreasonable or disproportionately large load on our infrastructure; (x) uses the Platform to collect, harvest, transmit, distribute or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit card or calling card or account numbers, without such person’s or entity’s permission; (xi) is likely to undermine our feedback or ratings systems; (xii) breaches or circumvents any third-party rights or our systems, policies, or determinations of your Account status; or (xiii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Platform or the Services, including but not limited to violating or attempting to violate any security features of the Platform or the Services, introducing viruses, worms, or similar harmful code into the Platform or the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Platform or the Services.

12. NO SOLICITATION.

The Platform may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form other users for purposes of employment or contracting, or for any other purposes not related to the purposes for which the Platform and the Services are made available by the Company. You may not use the Platform to collect usernames or email addresses of users by electronic or other means without the express prior written consent of the Company.

13. INVESTIGATIONS; MONITORING; NO OBLIGATION TO PRE-SCREEN CONTENT

13.1 Monitoring; Content.

The Company may, but shall not be obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and Content, including Your Content and User Content, at any time. By entering into these Seller Terms and Conditions, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation via chat, text, or voice communications. In the event that the Company pre-screens, refuses or removes any Content, you acknowledge that the Company shall not be required to do so for your benefit. Without limiting the foregoing, the Company reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates these Seller Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the Services or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and other applicable legal authorities, with respect to any illegal or unauthorized use of the Platform or the Services or if the Company otherwise believes that criminal activity has occurred; and (e) terminate or suspend your access to all or part of the Platform or the Services for any or no reason, including without limitation, any violation of these Seller Terms and Conditions. Upon determination of any possible violations by you of any provision of these Seller Terms and Conditions, the Company may in its sole discretion immediately terminate your license to use the Platform or the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

13.2 Criminal Activity.

If the Company believes that criminal activity has occurred, we reserve the right, except to the extent prohibited by applicable law, to disclose any information or materials on or within the Platform and the Services, including Your Content, that is in the Company’s possession in connection with your use of the Services, in order to (i) comply with applicable law, legal process or governmental request, (ii) enforce these Seller Terms and Conditions, (iii) respond to any claims that Your Content violates the rights of third parties, or (iv) protect the rights, property and personal safety of the Company and its representatives, its Registered Users or the public, as the Company in its sole discretion believes to be necessary or appropriate.

14. INTERACTIONS WITH OTHER USERS

14.1 User Responsibility.

You are solely responsible for your interactions with other users and any other parties with whom you interact on the Platform or through the Services; provided that, the Company reserves the right, but has no obligation, to intercede in any disputes that may arise between users. You agree that the Company will not be responsible for any liability incurred as the result of such interactions.

14.2 Content Provided by Other Users.

The Services may contain User Content provided by other users. The Company is not responsible for and does not control User Content. The Company does not approve, endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.

14.3 Subverting the Platform.

It is a material breach of these Seller Terms and Conditions to arrange for the sale of listed Products from, or the payment of fees to, any Seller outside the context of the Platform for the purpose of circumventing the obligation to pay the applicable Utorify Fees for Products purchased through the Platform.

15. RELEASE.

The Company expressly disclaims any liability that may arise between users of the Platform or the Services. The Platform is only a venue for connecting Buyers with Sellers. Because the Company is not a party to the actual contracts between Buyers and Sellers, in the event that you have a dispute with one or more users, you release the Company, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors, but excluding any users (each a “Polymath Party” and collectively, the “Polymath Parties”) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE THE PROTECTION OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The foregoing release does not apply to any claims, demands, losses, damages, rights or actions of any kind, including for personal injuries, death or property damage, for any unconscionable commercial practice by a Polymath Party or for a Polymath Party’s fraud, intentional misrepresentation, or concealment, suppression or omission of any material fact, in connection with the Platform or the Services.

16. INDEMNIFICATION

You agree to indemnify and hold the Polymath Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your inability to use any part of the Platform or any of the Services; (c) your violation of these Seller Terms and Conditions; (d) your violation of any rights of another party, including any other user; (e) disputes with other users of the Platform or the Services; or (f) your violation of any applicable laws, rules or regulations. Further, each Seller agrees to indemnify and hold the Polymath Parties harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of such Seller’s Products and Seller Properties. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree that you will fully cooperate with the Company in asserting any available defenses. This provision does not require you to indemnify any of the Polymath Parties for any unconscionable commercial practice by such Polymath Party or for such Polymath Party’s fraud, intentional misrepresentation, or concealment, suppression or omission of any material fact, in connection with the Platform or the Services. You agree that the provisions in this section will survive any termination of your Account, these Seller Terms and Conditions, and your access to the Platform and the Services.

17. DISCLAIMER OF WARRANTIES AND CONDITIONS

17.1 As Is.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE POLYMATH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO USE OF THE PLATFORM AND THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. This Section 17 (“Disclaimer of Warranties and Conditions”) does not affect in any way our return policy, or any limited warranty found within our return policy, for goods purchased through the Platform or the Services.

(a) THE POLYMATH PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE. THE COMPANY CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE PLATFORM, AND OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM OR THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM OR THE SERVICES, AND ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE PLATFORM OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e) FROM TIME TO TIME, THE COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED IN THE COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

17.2 No Liability for Conduct of Other Users or Third Parties.

YOU ACKNOWLEDGE AND AGREE THAT THE POLYMATH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE POLYMATH PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS OR THIRD PARTIES, AND THAT THE RISK OF INJURY FROM OTHER USERS AND THIRD PARTIES RESTS ENTIRELY WITH YOU.

(a) The Company makes no warranty that the goods provided through the Platform or the Services by third parties or other users will meet your requirements or be available on an uninterrupted, secure, or error-free basis. The Company makes no warranty regarding the quality of any such goods, or the accuracy, timeliness, truthfulness, completeness or reliability of any User Content obtained through the Services.

(b) The Company does not transfer legal ownership of Products from the Seller to the Buyer. Uniform Commercial Code § 2-401(2), as it may be implemented or modified under applicable state law, applies to the transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise. Further, we cannot guarantee continuous or secure access to the Platform or the Services, and operation of the Platform or the Services may be interfered with by numerous factors outside of our control.

(c) As a part of the Services, you may have access to materials that are hosted by another party. You acknowledge and agree that it is not possible for the Company to monitor such materials, and that you access such materials at your own risk.

18. LIMITATION OF LIABILITY

ALL CLAIMS AND DISPUTES THAT MAY ARISE DIRECTLY OR INDIRECTLY FROM THESE SELLER TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE SUBJECT TO ARBITRATION AS PROVIDED BELOW AND MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE SELLER OR BUYER OR OTHER USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER SELLER OR BUYER OR OTHER USER. IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM OR THE SERVICES, THE COMPANY IS UNDER NO OBLIGATION TO BECOME INVOLVED.

18.1 Disclaimer of Certain Damages

IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE, UNDER ANY LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH (I) YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR THE SERVICES, (II) ANY CONTENT WITHIN THE PLATFORM OR THE SERVICES OR ANY SELLER PROPERTY, OR (III) ANY GOODS OR SERVICES OBTAINED THROUGH THE PLATFORM OR THE SERVICES OR ANY SELLER PROPERTY.

18.2 Cap on Liability

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE SELLER TERMS AND CONDITIONS, WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES ARISING OUT OF YOUR USE OF, ACCESS TO, OR INABILITY TO USE THE PLATFORM OR THE SERVICES OR ANY MATERIAL ON THE PLATFORM OR WITHIN THE SERVICES PROVIDED OR OTHERWISE SUPPLIED BY US OR ANY THIRD PARTY, OUR LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU, TO USE THE PLATFORM AND THE SERVICES, DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A POLYMATH PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A POLYMATH PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A POLYMATH PARTY’S FRAUD OR INTENTIONAL MISREPRESENTATION.

18.3 Certain Exclusions

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY OR MAY PLACE RESTRICTIONS ON OUR ABILITY TO LIMIT OUR LIABILITY TO YOU, AND THE FOREGOING PROVISIONS OF THIS SECTION DO NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

It is the Company’s policy to terminate the membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to the Company by the copyright owner or the copyright owner’s legal agent. If you believe that your work has been copied and posted on the Platform or within the Services in a way that constitutes copyright infringement, please see the Company’s Copyright Compliance Policy, available here, for instructions on sending us a notice of copyright infringement.

20. TERM AND TERMINATION

20.1 Term.

These Seller Terms and Conditions become effective on the date when you accept them (as described in the introductory paragraphs above) by checking the “I Accept” box below and shall remain in full force and effect while you use the Platform or the Services, unless terminated earlier in accordance with these Seller Terms and Conditions.

20.2 No Subsequent Registration.

If your registration with, or ability to access, the Platform or the Services is discontinued by the Company due to your violation of any portion of these Seller Terms and Conditions or for conduct otherwise inappropriate for the user community of the Platform or the Services, then you agree that you shall not attempt to re-register with or access the Platform or the Services through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those portions of the Platform and the Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

20.3 Suspension of Services.

The Company may decline, remove or halt sales of any Product, suspend or terminate any Account, or suspend or terminate any part of the Platform or the Services at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so.

21. TERRITORIAL RESTRICTIONS

The Platform and the Services may be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that the Company intends to make such Services or Content available in your country. The Platform and the Services are controlled and offered by the Company from its facilities in the United States. The Company makes no representations that the Platform or the Services are appropriate or available for use in other locations. Those who access or use the Platform or the Services from other countries do so at their own volition and are responsible for compliance with local law.

22. ARBITRATION AGREEMENT

22.1 Applicability of Arbitration Agreement.

The arbitration agreement in this Section 22 (“Arbitration Agreement”) requires you to arbitrate any Dispute (as defined in Section 22.2 (“Dispute—Definition”) below) between you and the Company and limits the manner in which you may seek relief from us, except for the ability of either you or the Company to assert claims or seek relief in small claims court if such claims qualify for and remain in small claims court, and your ability to file a civil action in the event that you deem it necessary to seek an equitable remedy. This Arbitration Agreement does not govern disputes between you and another user of the Platform or the Services, or between you and another third party.

22.2 Dispute—Definition.

As used in this Section 22 (“Arbitration Agreement”), “Dispute” means any dispute, disagreement, controversy or claim between you and the Company arising out of or relating to these Seller Terms and Conditions, your access to or use of the Platform or the Services, any communications you receive from us, or any products sold or distributed by other users through the Platform or the Services, and also includes any dispute, disagreement, controversy or claim between you and the Company that arose, or that involves facts occurring, before the effective date of these Seller Terms and Conditions or any previous version of these Seller Terms and Conditions, and further includes any dispute, disagreement, controversy or claim between you and the Company that arises, or that involves facts occurring, after the termination of these Seller Terms and Conditions as between you and the Company.

22.3 Informal Dispute Resolution.

In the event of a Dispute, the Company is committed to working with you to reach a reasonable resolution. You and the Company agree that before either party commences arbitration against the other, or initiates an action in small claims court if a party so elects, we will personally meet and confer telephonically or via videoconference, in a good-faith effort to resolve informally any Dispute covered by this Arbitration Agreement (an “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you agree that you will also participate in the conference. The party initiating a Dispute shall give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to the Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or by regular mail to our offices located at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after the non-initiating party’s receipt of the Notice, then you and the Company agree that either party shall have the right to finally resolve the Dispute by either (i) seeking relief in small claims court without pursuing arbitration if such claims qualify for and remain in small claims court, or (ii) providing a signed request for arbitration (“Request”) to the other party for the initiation of arbitration. The Request must include: (1) the name, telephone number, mailing address, and e‐mail address of the party seeking arbitration, and the Account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, the party initiating arbitration, and its counsel, certify to the best of such party’s and its counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support, or if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

22.4 Waiver of Jury Trial.

Without limiting any part of the arbitration agreement in this Section 22 (“Arbitration Agreement”), in the event that any part of such arbitration agreement is found to be invalid or unenforceable, you agree that you waive your right to submit any Dispute to a jury trial.

22.5 Confidentiality of Dispute Resolution.

You and the Company agree that all materials and documents exchanged during any arbitration proceedings, and during the informal dispute resolution proceedings described in Section 22.3 (“Informal Dispute Resolution”) above, shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and in such case subject to the condition that they agree to keep all such materials and documents exchanged confidential.

22.6 Arbitration—Procedure.

In the event that any Dispute between you and the Company cannot be resolved by negotiation, and neither party elects to resolve the Dispute in small claims court (which shall be allowed provided that the claims underlying the Dispute qualify to be brought in small claims court and remain in small claims court), then any Dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) currently in effect. Arbitration means that an impartial third party will hear the Dispute between the Company and you, and will provide a decision. Binding arbitration means that the decision of the arbitrator is final and enforceable. Unless you and the Company otherwise agree, any such arbitration shall take place in the state of your residence, or if you reside outside of the United States, shall take place in Fort Worth, Texas, U.S.A., and shall be conducted by a single, neutral arbitrator. Within seven (7) days of the effective date of the notice of arbitration, the Parties shall mutually agree upon an arbitrator. If the Parties cannot agree upon the identity of the arbitrator, the AAA shall provide the Parties with a list of five (5) qualified arbitrators, the Parties shall rank these candidates numerically, and the highest mutually ranked candidate shall be selected to preside over the dispute. A hearing shall be held within ninety (90) days of the effective date of the notice of arbitration. Such hearing shall last no more than five (5) business days. Within fourteen (14) days of the conclusion of the hearing, the arbitrator shall issue an award and a grant of non-monetary remedy or relief, if any. The arbitration shall not require any personal appearances by the Parties or witnesses unless otherwise agreed by the Parties. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances.

22.7 Arbitration—Governing Law.

In deciding any arbitration under this section, the arbitrator shall apply the substantive law of the state of Texas, exclusive of its laws governing conflicts of law. However, matters relating to the enforceability of this section, to the procedures to be followed in carrying out any arbitration, and to any award granted under this section shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Arbitrable matters shall include: (i) matters concerning the scope, construction and enforcement of this section; and (ii) material matters that arise under or relate to these Seller Terms and Conditions, including the applicability of the laws of the state of Texas to any provision of these Seller Terms and Conditions. You and the Company agree that all applicable statutes of limitation that apply to the subject matter of any Dispute shall apply to the arbitration of such Dispute in the same manner as such statutes of limitation would apply in a court of competent jurisdiction.

22.8 Waiver of Class or Other Non-Individualized Relief.

All Disputes that may arise directly or indirectly between you and the Company, whether in contract, tort, or otherwise, must be arbitrated on an individual basis and not on a class basis, and claims of more than one user of the Platform or the Services cannot be arbitrated jointly or consolidated with those of any other user of the Platform or the Services. Notwithstanding the previous sentence, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of the previous sentence are invalid or unenforceable as to a particular claim or request for relief, you and the Company agree that such particular claim or request for relief, and only such particular claim or request for relief, shall be severed from the arbitration and may be litigated in the state or federal courts stipulated in Section 24.6 (“Governing Law and Jurisdiction”) below.

22.9 Arbitration—Attorneys’ Fees and Costs.

The prevailing party in any arbitration, as determined by the arbitrator, shall be awarded all reasonable costs and fees of the arbitration, including without limitation, the arbitrator’s fees and reasonable attorneys’ fees. Any judgment upon the award rendered in any arbitration may be entered in any court of competent jurisdiction.

22.10 Arbitration—Exceptions for Small Claims and Equitable Relief.

Notwithstanding the foregoing: (i) either of you or the Company may assert claims or seek relief in small claims court without pursuing arbitration if such claims qualify for and remain in small claims court, and (ii) either party has the right to file a civil action in the event that such party deems it necessary to seek an equitable remedy; provided that, in the event that any party seeks the remedy of public injunctive relief, then court proceedings related thereto shall be stayed, and the court shall retain jurisdiction over such request for public injunctive relief while such party pursues its substantive claims in arbitration, and only if and when such party prevails on the substance of its claims in arbitration shall such party proceed to seek a public injunction in court.

22.11 Modification.

Notwithstanding any provision in these Seller Terms and Conditions to the contrary, if the Company makes any future material change to the arbitration agreement in this Section 22 (“Arbitration Agreement”), (i) we will notify you; (ii) unless you reject the change within thirty (30) days of such change becoming effective by writing to the Company at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A., your continued use of the Platform or the Services, including your acceptance of products and services offered through the Platform or the Services following the posting of changes to this arbitration agreement, constitutes your acceptance of any such changes; and (iii) if you reject any change or update to this arbitration agreement, the provisions of this arbitration agreement as of the date you first accepted this arbitration agreement (or accepted any subsequent changes to this arbitration agreement) shall remain in full force and effect.

22.12 Survival.

You agree that the provisions in this Section 22 (“Arbitration Agreement”) will survive any termination of your Account, these Seller Terms and Conditions, and your access to the Platform and the Services.

23. THIRD-PARTY SERVICES

23.1 Third-Party Websites, Applications and Ads.

The Platform and the Services may contain links to third-party websites (“Third-Party Websites”), third-party applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Platform or the Services and that you are subject to the terms and conditions (including privacy policies) of another website or other destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of the Company. The Company is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. The Company provides Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications or Third-Party Ads at your own risk. When you leave the Platform, our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications or Third-Party Ads, and make whatever investigation you feel is necessary or appropriate before proceeding with any transaction with any third party.

23.2 Accessing and Downloading the Application from the Apple App Store.

The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a) You acknowledge and agree that (i) these Seller Terms and Conditions are concluded between you and the Company only, and not Apple, and (ii) the Company, and not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the Apple Media Services Terms of Service.

(b) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App Store Sourced Application.

(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you, and except as otherwise required by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between the Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company.

(d) You acknowledge and agree that, as between the Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e) You acknowledge and agree that, in the event of any third-party claim that the App Store Sourced Application or your possession or use of the App Store Sourced Application infringes such third party’s intellectual property rights, as between the Company and Apple, the Company, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Seller Terms and Conditions.

(f) Apple and Apple’s subsidiaries are third-party beneficiaries of these Seller Terms and Conditions as related to the license granted to you for the possession and use of the App Store Sourced Application, and upon your acceptance of these Seller Terms and Conditions, Apple will have the right to enforce these Seller Terms and Conditions against you as related to such license.

(g) Without limiting any other terms of these Seller Terms and Conditions, you must comply with all applicable third-party terms and conditions when using the App Store Sourced Application.

24. GENERAL PROVISIONS

24.1 Electronic Communications.

Communications between you and the Company may take place via electronic means. For contractual purposes, you consent to receive communications from the Company in electronic form. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act, codified at 15 U.S.C. § 7001 et seq.

24.2 Assignment.

You may not transfer, delegate, subcontract or assign any of your rights or obligations under these Seller Terms and Conditions without the written consent of the Company. Any such purported transfer, delegation, subcontract or assignment in breach of the previous sentence will be null and void. We may, in our sole discretion, transfer, delegate, subcontract or assign, without notifying you, any of our rights or obligations under these Seller Terms and Conditions.

24.3 Force Majeure.

The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, pandemic, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

24.4 Questions, Complaints, and Claims.

If you have any questions, complaints or claims with respect to the Platform or the Services, please contact us by mail at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A., or by email at [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

24.5 Agreement Updates.

THESE SELLER TERMS AND CONDITIONS ARE SUBJECT TO CHANGE BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, the Company will make a new copy of these Seller Terms and Conditions available on the Site and within the Application, and within the Services as applicable. We will also update the “Last Updated” date at the top of these Seller Terms and Conditions. If we make any material changes, and you have registered with us to create an Account (as defined in Section 5.1 (“Registering Your Account”) above) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to these Seller Terms and Conditions will be effective immediately for new users of the Platform and the Services, and will be effective thirty (30) days after posting notice of such changes on the Site for existing Registered Users (as defined in Section 5.1 (“Registering Your Account”) above); provided that, any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to such Registered Users. The Company may require you to provide consent to the updated Seller Terms and Conditions in a specified manner before further use by you of the Platform or the Services is permitted. If you do not agree to a change after receiving a notice of such change, you agree that you shall stop using the Platform and the Services. Otherwise, your continued use of the Platform or the Services constitutes your acceptance of such change. PLEASE CHECK THE SITE AND THE APPLICATION REGULARLY TO VIEW THE THEN-CURRENT TERMS.

24.6 Governing Law and Jurisdiction.

The validity, interpretation, construction and performance of these Seller Terms and Conditions, and all acts and transactions pursuant hereto and the rights and obligations of you and the Company hereunder shall be governed, construed and interpreted in accordance with the laws of the state of Texas, U.S.A., without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from these Seller Terms and Conditions, whether in contract, tort, or otherwise, you and the Company hereby submit and consent to the exclusive jurisdiction of the state or federal courts located in the Counties of Tarrant, Dallas and Denton in the state of Texas, U.S.A., and agree that any such litigation shall be conducted only in the courts of the state of Texas, U.S.A. or the federal courts of the United States located in the Counties of Tarrant, Dallas and Denton in the state of Texas, U.S.A., and no other courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Seller Terms and Conditions.

24.7 Choice of Language.

The parties agree that it is their express wish that these Seller Terms and Conditions, and all documents and notices related hereto, be in English.

24.8 Notice.

Where the Company requires that you provide an e-mail address, you are responsible for providing the Company with your most current e-mail address. In the event that the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Seller Terms and Conditions, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may provide notice to the Company at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A., or via email at [email protected]. Notice given by email shall be deemed given when sent. Notice given by means other than email shall be deemed given five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt.

24.9 Waiver and Severability.

No waiver by a party of any term or condition set forth in these Seller Terms and Conditions shall be deemed a further or continuing waiver by such party of such term or condition or a waiver of any other term or condition, and any failure of a party to assert a right or provision under these Seller Terms and Conditions shall not constitute a waiver by such party of such right or provision. If any provision of these Seller Terms and Conditions, including without limitation any provision concerning arbitration, is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, then such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Seller Terms and Conditions will continue in full force and effect.

24.10 Export Control.

You may not use, export, import, or transfer any portion of the Platform or the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtain the Services, and any other applicable laws. In particular, but without limitation, no portion of the Platform or the Services may be exported or re-exported (i) into any U.S. embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or (unless applicable license requirements are met) Entity List. By using the Services, you represent and warrant that (a) 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 (b) you are not listed on any U.S. government list of prohibited or restricted parties. You also agree that you will not use the Platform or the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services, and technology provided by the Company are subject to the export control laws and regulations of the United States. You agree that you shall comply with all such laws and regulations, and that you shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

24.11 Relationship of the Parties.

Nothing in these Seller Terms and Conditions creates any partnership, joint venture, franchise, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

24.12 Third-Party Beneficiaries.

Except as otherwise specifically described herein (including in Section 23.2(f), regarding Apple and Apple’s subsidiaries), (i) these Seller Terms and Conditions are for the benefit of you and the Company only, and only you and the Company may enforce these Seller Terms and Conditions; (ii) the parties do not intend for these Seller Terms and Conditions to confer any right or benefit on any third party; and (iii) no third party may commence or prosecute an action against a party to these Seller Terms and Conditions by claiming to be a third-party beneficiary of these Seller Terms and Conditions or any of the transactions contemplated in these Seller Terms and Conditions.

24.13 Incorporation of Introductory Paragraphs.

The introductory paragraphs under the heading “Introduction” above are incorporated into and are a part of these Seller Terms and Conditions.

24.14 Survival.

Provisions of these Seller Terms and Conditions that by their nature and context are intended to survive the termination of these Seller Terms and Conditions, irrespective of whether or not such survival is specifically mentioned elsewhere in these Seller Terms and Conditions, shall survive the termination of these Seller Terms and Conditions for as long as is necessary to preserve a party’s rights under these Seller Terms and Conditions that accrued prior to such termination.

24.15 Entire Agreement.

These Seller Terms and Conditions, and all other relevant and cited documents incorporated by reference herein, constitute the sole and entire agreement between you and the Company with respect to the Platform and the Services and the use of the Platform and the Services, and except as otherwise specifically described herein, supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and the Services and the use of the Platform and the Services.

Exhibit A: List of Prohibited Products and Activities

The Company makes every effort to keep this List of Prohibited Products and Activities as current as possible. However, because of the unpredictable nature of card network rules, legislation and payment processor relationships, this list may change abruptly and without notice. Changes to this list take effect immediately.

You may use the Platform and the Services only for lawful purposes and in accordance with these Seller Terms and Conditions. You agree not to use the Platform or the Services (a) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries), (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise, (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Seller Terms and Conditions, (d) to transmit, or procure the sending of, any advertising or promotional material or any other similar solicitation except in accordance with the terms and conditions of your user account with the Company, (e) to impersonate or attempt to impersonate the Company, an employee of the Company, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing), or (f) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform and the Services, or which, as determined by us, may harm the Company or users of the Platform or the Services or expose them to liability.

Additionally, you agree not to (a) use the Platform or the Services in any manner that could disable, overburden, damage, or impair the Platform or the Services or interfere with any other party’s use of the Platform or the Services, including their ability to engage in real-time activities through the Platform or the Services, (b) use any robot, spider or other automatic device, process or means to access the Platform or the Services for any purpose, including monitoring or copying any of the material on the Platform or the Services, (c) use any manual process to monitor or copy any of the material on the Platform or the Services for any unauthorized purpose, (d) use any device, software or routine that interferes with the proper working of the Platform or the Services, (e) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform or the Services, the server on which the Platform or the Services are stored, or any server, computer or database connected to the Platform or the Services, or (g) otherwise attempt to interfere with the proper working of the Platform or the Services.

As identified by our payment and regulatory partners, certain types of products and activities are not allowed on the Platform or the Services due to their higher likelihood of being associated with fraud and chargebacks. These include:

• IPTV subscriptions
• Products related to drop-shipping
• Reselling proprietary products - i.e. you are reselling ebooks, courses, prompts, notion planners, templates, video clips, fonts, and presets
• Reselling ebooks to which you have reseller rights (Private Label Rights (PLR) or Master Resale Rights (MRR) products)
• Reselling software that you have purchased in the past, like Windows 10 license keys, etc.
• Web hosting or servers
• Tickets to events or using the Platform or the Services to process money for events you are hosting
• Selling physical goods (new or old) that you did not create or do not own the rights to, such as toys, electronics, or mass-produced goods like sneakers
• Selling jewelry
• Selling Steam keys or hacks to other websites
• Selling physical products that violate our terms of service or federal laws of the US, like CBD-related businesses
• Services that are fulfilled outside the Company’s purview.
• Services that are not incidental to, or in support of, the sale of Digital Products or Physical Products
• Food products, medical products, skincare or beauty supplies
• Credit repair ebooks or services, or products that discuss credit improvement
• Gift Cards or financial instruments (i.e. "tokens" on your website or forum)
• Products that feature cruelty to animals
• Products that promote meeting up with strangers for any reason, including but not limited to dating, hookups, or any other social interaction

The following products and activities are not allowed on the Platform or the Services because they violate U.S. federal law, they are prohibited by card network rules, or they are restricted by our payment processing partners. If you are unsure whether your content is prohibited on the Platform or the Services, please contact us at [email protected] with a description or example of the content.

• unlicensed proprietary content
• food products and ingredients (including consumer packaged goods, livestock, plants, and seeds)
• products and services of airlines
• products and services of bail bonds companies
• products and services of bankruptcy lawyers
• items sold via bidding fee or penny auctions
• age or legally restricted products or services
• pornographic content (including but not limited to content consisting of or involving adult books or video, adult telephone conversations or audio, membership to adult websites or content, companion or escort services, dating services, mail-order brides, massage parlors, prostitution, or content of any format that features characters who are minors, are depicted as minors, or are suggested to be minors in any sexual or sensual context)
• cell phones/pagers
• centralized reservation services
• products and services of collection agencies
• chain letters
• check cashing
• counterfeit goods/replicas
• currency exchange (including physical, digital or cryptographic currency exchange)
• products and services of consulting firms
• services involving “get rich quick” schemes, business opportunities, investment opportunities, mortgage consulting, real estate purchases, mortgage reduction services and credit repair and protection
• billing services (including, but not limited to, accepting payment for services rendered and billing for services to be performed in the future)
• products and services related to credit card and identity theft protection
• products and services of cruise lines
• products and services of flea markets
• drug paraphernalia
• essay mills/paper mills
• extended warranties
• products and services of fortune tellers
• gambling (including legal gambling where the cardholder is not present when the bet is made, lotteries, illegal gambling, internet gambling, sports forecasting and odds making)
• illegal products or services
• products and services of marijuana dispensaries and related businesses
• money transmission
• products and services of businesses that provide money service
• multi-level marketing or pyramid schemes
• wire transfers or money orders
• products and services of pharmacies or internet pharmacies
• pseudo pharmaceuticals (including anti-aging pills, sexual stimulants, weight loss pills, diet pills)
• quasi-cash or stores of value
• security brokerage
• door-to-door sales
• offering substantial rebates or special incentives that are awarded to the cardholder subsequent to the original purchase
• negative response marketing techniques
• deceptive marketing practices
• reselling private label rights products
• products and services of shipping/forwarding brokers
• substances designed to mimic illegal drugs
• telemarketing
• products and services related to timeshares
• tobacco products
• weapons or ammunition
• jewelry or beauty products

In accordance with the policies of our payment processing partners, including Stripe and PayPal, we do not allow sales of the sexually explicit content. Sexually explicit content is media that is created for the primary purpose of sexual gratification - fetish content, media with characters depicted in sexual situations, or content that is clearly produced for titillation. If your products can be understood as being primarily for sexual purposes, then they are not eligible to be sold on the Platform or within the Services.

This includes all types of media: photography, videos, animations, illustrations, written media, audiobooks, and audio products. This can include but is not limited to products that feature:

• 3D models or assets built for explicitly sexual purposes
• Animated pornographic videos or animated nudity or characters portrayed in sexual situations
• Fetish-driven content where the purpose of the product is the sexual gratification of the customer
• Financial domination content
• Sketches/artwork where the content's focus is sexual gratification
• Videos with lingerie or nudity where the content's focus is sexual gratification
• Audio-erotica or role-play audio
• Adult comics with nudity or sexual acts
• Cosplay/boudoir/lewd photography that is focused on sexually explicit poses or activity
• Sexual coaching services or explicit instructional content that is meant for gratification purposes rather than educational
• VR Chat avatars displayed in compromising or sexual positions, or avatars that advertise NSFW uses or modifications like, for example, "breast expansions" where the purpose of such a modification is understood to be solely for titillation or part of an overall sexually explicit character.

Buyer Terms and Conditions

Last Updated: Aug 2, 2024.

Introduction

these buyer terms and conditions apply to (a) the utorify website made available by polymath inc. (together with its subsidiaries, “polymath”, the “company,” “we” or “us”) available at www.utorify.com (the “site”), (b) the company’s mobile application (the “application,” and collectively, with the site, the “platform”), and (c) the products, services, features, technologies, and functionalities provided by the company via the platform (collectively, the “services”).

by checking the “i accept” box below, you (“you” or “buyer,” including you as an individual and any legal entity that you have named as a user at the time of registration for the services) represent that (i) you have read, understand, and agree to be bound by the utorify website terms of use and the utorify application terms of use and the utorify privacy policy (as posted on the site) and these buyer terms and conditions, (ii) you are of legal age to form a binding contract with the company, and (iii) you have the authority to enter into these buyer terms and conditions personally or on behalf of the entity you have named as the user, and to bind that entity to these buyer terms and conditions. if you do not agree to be bound by these buyer terms and conditions, then you may not purchase or offer to purchase products on or through the platform or the services.

these buyer terms and conditions include (1) your agreement that the company has no liability regarding the services (section 2 (“the company only provides a venue”)); (2) your agreement that the services are provided “as is” and without warranty (section 17 (“disclaimer of warranties and conditions”)); (3) your consent to release the company from liability (section 15 (“release”)); and (4) your agreement to indemnify the company for your use of, or inability to use, the services (section 16 (“indemnification”)).

please note that section 22 (“arbitration agreement”) contains provisions governing the resolution of disputes between you and the company. among other things, section 22 includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and the company shall be resolved by binding and final arbitration. section 22 also contains a class action waiver and a jury trial waiver.

pursuant to the agreement to arbitrate: (i) you will only be permitted to pursue disputes or claims and seek relief against the company on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you waive your right to participate in a class action lawsuit or class-wide arbitration; and (ii) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial. any dispute, claim or request for relief relating in any way to your use of the platform and the services will be governed by the laws of the state of texas, consistent with the federal arbitration act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. the united nations convention on contracts for the international sale of goods is expressly excluded from this agreement.

section 4.4 (“communications from the company”) of this agreement, below, contains your consent to receive communications from us, including via e-mail, text messages, and phone.

Terms and Conditions

1. MARKETPLACE TRANSACTIONS ON THE PLATFORM

The Services on our Platform provide, among other things, tools that are designed to process payments from a Buyer for certain digital products (“Digital Products”) and/or physical products (“Physical Products,” and together with Digital Products, “Products”) on the Platform or on a third-party website (“Seller Property”) owned or controlled by a third-party seller (“Seller”) and to facilitate the delivery of Digital Products to the Buyer. The Platform provides a searchable marketplace of all Products being offered for sale by a Seller. The Platform allows users that have an account with the Company to sell or buy Products that the Company deems eligible for sale through the Platform. To qualify for inclusion on the Platform, Products must meet product eligibility requirements, and the Company shall have the sole discretion to determine and change from time to time the product categories and products that are eligible for sale through the Platform. As a marketplace, the Company does not own or sell the Products listed on the Platform, and the Company is not a party to any transaction or other interaction between users through the Platform. Any contract for the sale of Products through the Platform is entered into directly between the Seller and the Buyer. The Company facilitates such transactions by hosting the Platform and the Services, displaying pricing, listing Products, and processing payments as described in more detail below. The Company shall have no responsibility with respect to any transactions that are not conducted through the Platform.

2. THE COMPANY ONLY PROVIDES A VENUE

While we may, in our discretion, help facilitate the resolution of disputes, the Company has no control over and does not guarantee: (i) the existence, quality, timing, condition, safety or legality of Products offered through the Platform; (ii) the truth or accuracy of listings, posts or any other content or information provided by any Seller or other user through the Platform; (iii) any ratings provided by users; (iv) the integrity or responsibility of, or any action of, any Seller or Buyer; (v) the ability of Sellers to sell Products; (vi) the ability of Buyers to pay for Products; (vii) that a Buyer and Seller will actually complete a transaction or return a Product; or (viii) that a Buyer will return a Product if a return has been authorized through the Platform or a Seller Property. We do not take part in the interaction between Buyers and Sellers.

3. INTERACTIONS WITH OTHER USERS

When interacting with other users you should exercise caution in order to protect your personal safety and property. You are solely responsible for your interactions with other users (including Buyers and/or Sellers) and any other parties with whom you interact; provided, however, that the Company reserves the right, but has no obligation, to provide support in the event of disputes between users. YOU ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM OR THE SERVICES, AND THAT THE COMPANY MAKES NO REPRESENTATION WITH RESPECT TO INTERACTIONS BETWEEN USERS.

4. USE OF THE SERVICES

4.1 Website License.

Subject to your compliance with the Utorify Website Terms of Use and the Utorify Privacy Policy and these Buyer Terms and Conditions, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the features and functionality of the Platform available through the Site for your own lawful personal purposes or lawful business purposes.

4.2 Application License.

Subject to your compliance with the Utorify Application Terms of Use and the Utorify Privacy Policy and these Buyer Terms and Conditions, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own lawful personal purposes or lawful business purposes. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you agree that will only use such App Store Sourced Application (i) on an Apple-branded product that runs on iOS (Apple’s proprietary operating system), and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms of Service; except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

4.3 Updates.

Because the Services are evolving, the Company may require you to accept updates to the Services that you have installed on your computer or mobile device. You acknowledge and agree (i) that the Company may update the Services with or without notifying you, and (ii) that you may need to update third-party software from time to time in order to use the Services.

4.4 Communications From the Company.

By entering into these Buyer Terms and Conditions or using the Services, you agree to receive communications from us, including via email, text messages, and phone. You agree that such messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include, but are not limited to: (i) operational communications concerning your Account (as defined below) or the use of the Services, (ii) updates concerning new and existing features of the Services, (iii) communications concerning promotions run by us or our third-party partners, and (iv) news concerning Polymath and industry developments.

5. REGISTRATION

5.1 Registering Your Account.

In order to access certain features of the Services you may be required to become a Registered User and specifically open an account. For purposes of these Buyer Terms and Conditions, a “Registered User” is a user who (i) has registered an account within the Services (an “Account”); (ii) has a valid account on a social networking service (“SNS”) through which the user has connected to the Services (each such account, a “Third-Party Account”); or (iii) has an account with the provider of the Application for the user’s mobile device.

5.2 Access Through a SNS.

If you access the Services through a SNS as part of the functionality of the Services, you may link your Account with any Third-Party Account, by allowing the Company to access such Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Company and to grant the Company access to the applicable 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 such Third-Party Account, and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers. By granting the Company access to any Third-Party Accounts, you acknowledge and agree that the Company may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”), so that it is available through the Services via your Account. Unless otherwise specified in these Buyer Terms and Conditions, all SNS Content shall be considered to be Your Content (as defined in Section 9.1 (“Types of 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 within the Services. If a Third-Party Account or associated service becomes unavailable, or the Company’s access to such Third-Party Account is terminated by the third-party service provider, then the associated SNS Content will no longer be available through the Services. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Services. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENTS WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND THE COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. The Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and the Company shall not be responsible for any SNS Content.

5.3 Registration Data.

In registering for an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least thirteen (13) years old; (ii) legally able to form a binding contract, either because you are at least eighteen (18) years old or because your parent or guardian has consented to you registering an Account; and (iii) not a person barred from using the Platform or the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Platform or the Services by minors. You may not share your Account or password with anyone, and you agree to (1) notify the Company promptly of any unauthorized use of your password or any other breach of the security of your Account; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, the Company shall have the right to suspend or terminate your Account and to refuse any and all current or future use of the Services or any portion thereof by you. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed from the Platform by the Company or if you have been previously banned from any of the Services.

5.4 Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

5.5 Affiliates.

The Company offers two options to expand the sales of Digital Products through the use of affiliates: (i) a Seller may designate one (1) or more eligible users each of whom is bound by an agreement between the Company and each Affiliate (as defined in the next sentence) (the “Affiliate Terms and Conditions,” available at Utorify’s Website) as an affiliate who is permitted to promote such Seller’s Digital Products by publishing Links (as defined below) on such affiliate’s websites or otherwise sharing the Links with prospective Buyers (a “Seller Affiliate”); and (ii) a user may affiliate with the Company directly, without being designated by any Seller, in order to promote the Digital Products of Sellers chosen by the affiliate, by agreeing to the Affiliate Terms and Conditions and publishing Links (as defined below) on such affiliate’s websites or otherwise sharing the Links with prospective Buyers (a “Utorify Affiliate”). Either of a Seller Affiliate or a Utorify Affiliate may be referred to herein as an “Affiliate.” An Affiliate will earn financial compensation from the applicable Seller upon the completion of a sale of the applicable Seller’s Digital Products that originated from the Links (each such sale, an “Affiliate Transaction”), subject to the Affiliate Terms and Conditions. “Links” means embedded graphics, icons, text, or HTML code provided by the Company that contains unique hypertext pointed to a Universal Resource Locator (URL) address to the Seller’s Digital Products that allows the Company to identify the Affiliate as the source of an Affiliate Transaction. For each completed Affiliate Transaction, the Affiliate will receive a fee (the “Affiliate Fee”) equal to the Retail Price (as defined in Section 6.2 (“Listing and Delivery of Digital Products”) below) of the applicable Digital Product multiplied by an affiliate percentage that is (i) in the case of a Seller Affiliate, determined by the Seller for such Digital Product at the moment the Affiliate Transaction is completed, and (ii) in the case of a Utorify Affiliate, fixed by the Company in accordance with the Affiliate Terms and Conditions.

(a) When a Buyer is refunded following its purchase of a Product referred by an Affiliate, the entire sale price (except for any Utorify Fee charged to the Buyer for the original sale transaction and any fee charged by a Third-Party Service Provider (as defined in Section 8.3 (“Third-Party Service Providers”) below)) will be refunded to the Buyer, and the Affiliate will lose its Affiliate Fee for the sale.

(b) The use of a given Affiliate by a Seller may cause the Seller to become subject to the tax laws of the Affiliate’s state or country, and therefore may cause Buyers to become subject to sales or other taxes in additional jurisdictions.

6. PURCHASING PRODUCTS—IN GENERAL

6.1 Risks No Warranty.

You assume certain risks in using a marketplace service such as the Utorify Platform and the Services. Buyers contract directly with Sellers for the purchase of Products through the Platform. The Company does not make any representations or warranties regarding Products offered or sold through the Platform or any Seller Property. The Company is not an auctioneer, a Seller, or a carrier. You as a Buyer acknowledge and agree that you bear all of the risks in buying Products through the Platform.

6.2 Listing and Delivery of Digital Products.

With respect to a Digital Product, a Seller may upload a digital file in a format approved by the Company (including, but not limited to, .mp3, .pdf, .png, and .jpeg files) to the Platform and sell the Digital Product at a retail price determined by Seller in its sole and absolute discretion (the “Retail Price”). Upon a Buyer’s purchase of a Digital Product on the Platform, as described in Section 6.5 (“Purchasing Products”), or through a Seller Property which leverages the Platform and the Services, the Company will promptly facilitate the payment from Buyer to Seller, collect the applicable Utorify Fee (as defined in Section 8.1 (“Buyer’s Payment of Utorify Fees”) below), and facilitate the Buyer’s access to the Digital Product or delivery of the Digital Product to Buyer. After purchase of a Digital Product, the Buyer will gain immediate access to such Digital Product through the Buyer's Account.

6.3 Listing and Delivery of Physical Products.

With respect to Physical Products, a Seller may upload a listing of a Physical Product to the Platform and sell the Physical Product at a Retail Price determined by Seller in its sole and absolute discretion. Upon a Buyer’s purchase of a Physical Product as described in Section 6.5 (“Purchasing Products”), the Company will promptly facilitate the payment from Buyer to Seller and collect the applicable Utorify Fee (as defined in Section 8.1 (“Buyer’s Payment of Utorify Fees”) below). Seller is solely responsible for the fulfillment and delivery of Physical Products to the Buyer in a timely manner. The Company does not ship, handle or take custody of Physical Products at any point.

6.4 Listing and Delivery of Services.

Services may be purchased on the Platform only if such services are incidental to, or in support of, the sale of Digital Products or Physical Products. To qualify for inclusion on the Platform, the offer and sale of services must meet eligibility requirements, and the Company shall have the sole discretion to determine and change from time to time the types of services that are eligible for purchase through the Platform.

6.5 Purchasing Products.

Buyers contract directly with Sellers for the purchase of Products through the Platform. A Buyer may purchase Products through the Platform only with an Account. To purchase a Product, a Buyer must complete the checkout process and provide an authorized payment method. Except as set forth below, all purchases through the Platform are final. All payments by Buyers for purchases through the Platform must be made through the Platform using a payment method that the Company in its sole discretion makes available through the Platform as further described in Section 8.3 (“Third-Party Service Providers”).

6.6 Currency Conversion.

If the Seller lists the Retail Price of a Product in a currency other than United States Dollars (“USD”), the Company will calculate a USD price based upon an exchange rate determined by the Company. Due to the fluctuating nature of exchange rates, the Company does not guarantee that the exchange rate displayed reflects the most up-to-date rate. Accordingly, the Company recommends that you confirm current rates before engaging in any transactions on the Platform. Regardless of listed currency, all transactions, including for Digital Products or Physical Products, and transactions via a Seller Property, will settle in USD.

6.7 Refund Policy.

(a) The Company has no obligation to provide refunds or credits, but may grant them (i) in circumstances where the Seller has committed fraud, or to correct any errors made by the Company or a Seller, or where the Product in question violates these Buyer Terms and Conditions, in each case in the Company’s sole discretion, or (ii) at the direction of the Seller in accordance with the Seller’s refund policy published through the Platform.

(b) Once a refund request has been submitted by a Buyer, it cannot be canceled. The Buyer acknowledges and agrees that this measure is necessary in order to prevent potential exploitation of our refund system and to ensure a streamlined refund process.

(c) A Seller may set its own refund periods, up to a maximum of thirty (30) days from the date of purchase. The Company will enforce a strict limit of thirty (30) days for any refund period.

(d) In making any refund, we will return to the Buyer the entire sale price, except for (i) the applicable Utorify Fee (as defined in Section 8.1 (“Seller’s Payment of Utorify Fees”) below), and (ii) the fee charged by our payments processor, which is not returned to us.

(e) It is the Buyer’s sole responsibility to appropriately handle, remove or destroy any Digital Product or Physical Product that may cause the Buyer to: (i) incur additional liability, including, but not limited to, criminal and/or civil liability; or (ii) experience additional adverse effects, including, but not limited to, potential privacy, security, or technical vulnerabilities.

(f) Upon the approval of a refund pursuant to Section 6.7(a), to the extent applicable, the Company will process the refund payment to Buyer on the Seller’s behalf.

(g) If you as a Buyer request a refund and also pursue a dispute resolution process for the same transaction with your payment method provider for the applicable purchase, we will decline your refund request. This will not affect the dispute resolution process with your payment method provider. You agree not to submit a refund request for any Product if you have already chosen to pursue a dispute resolution process with your payment method provider.

(h) We charge and refund Buyers in USD. In a refund, the amount that Buyers receive back in their local currency may be different than what they initially paid due to differences in exchange rates.

(i) To the extent that purchased Products are accessible to the Buyer through the Platform, (i) the Buyer will still have access to its purchased Products after a partial refund, and (ii) in the case of a full refund, the Buyer will no longer be able to access the purchased Products or receive updates to the respective purchased Products. Refunding a Buyer fully will also delete any Product rating that such Buyer has given. You as a Buyer will be kept informed about the status of your refund requests. You will receive email notifications, and you can check the status of refunds in your user portal.

7. TAXES

7.1 No Tax Advice.

This Section 7 (“Taxes”) is not exhaustive and does not constitute, and should not be relied upon as, legal or tax advice. Some aspects of the tax treatment of the Platform and the Services may vary between jurisdictions, and applicable tax rules, and the interpretation and application of such rules, may be subject to uncertainty or change. Except to the extent specifically agreed by the Company, you are solely responsible for the proper payment of all applicable taxes. You acknowledge and agree that it is your responsibility to consult your own tax advisers.

7.2 Indirect Tax—Definition.

“Indirect Tax” includes any sales, use, value added, or goods and services tax, any similar tax on sales, turnover or consumption, and any import, customs and similar taxes, duties and tariffs, together, in each case in any jurisdiction and together with any related penalties and interest.

7.3 Amounts Generally Exclusive of Indirect Tax.

Except where expressly stated otherwise, all prices on the Platform, and all amounts payable to the Company pursuant to these Buyer Terms and Conditions, including Utorify Fees, are exclusive of any applicable Indirect Tax, and additional payment by the Buyer shall be made to cover such Indirect Tax, at the same time as the payment to which such Indirect Tax relates.

7.4 Reporting and Remittance of Indirect Tax for Buyers.

In most cases, the Seller or the Company should generally be treated as the supplier, for relevant Indirect Tax purposes, of Products sold using the Platform, and shall be responsible for the administration, collection, reporting and remittance of any relevant Indirect Tax. However, Buyers may in some circumstances be responsible for the reporting and remittance of Indirect Taxes. For example, in the case of cross-border purchases of Physical Products, the Buyer may be responsible for Indirect Taxes on the import of the Physical Products. The Company will not assume responsibility for collecting value added tax on Physical Products unless required to do so by applicable law. Value added tax due on Physical Products may be required to be paid by the Buyer on the inbound shipment receipt. Buyers outside the United States may also, in some circumstances, be required to account for value added tax or goods and services tax under a “reverse charge” mechanism. In addition, there may be circumstances in which the Buyer may be responsible for the reporting and remittance of Indirect Tax on some Utorify Fees.

7.5 Compliance with Tax Laws.

When you use the Platform or the Services you agree that you will comply with all relevant tax laws and regulations. If you and the Company are jointly liable for any tax, you agree such tax will be payable by you.

7.6 Tax Information.

You agree to provide to us, on request, any information and evidence (including official receipts) which the Company may reasonably request to demonstrate that you have complied with Section 7.5 (“Compliance with Tax Laws”) above, in order to allow the Company to comply with its obligations, including in connection with any request for information which the Company may receive from any tax authority.

8. ADDITIONAL PAYMENT TERMS

8.1 Buyer’s Payment of Utorify Fees.

The Company will charge and collect from the Buyer, and Buyer shall pay, certain per-transaction fees (“Utorify Fees”) for each purchase made through the Platform or through a Seller Property that utilizes the Services on the Platform. The current Utorify Fees can be viewed at WWW.UTORIFY.COM. We may change the Utorify Fees from time to time by posting the changes on the Site. Any new Utorify Fees will apply to transactions only after the changes are posted to the Site.

8.2 Buyer’s Payment for Products.

Buyer shall be obligated to make payment upon purchase of a Product by providing an eligible payment method at checkout. Buyer shall be responsible for all approved charges. Upon final purchase, the Company, through its third-party service providers, will charge the payment method specified by Buyer at checkout. All purchases made by Buyer are processed by the Company and its third-party service providers on behalf of Buyer to facilitate the settlement of proceeds to Seller (less applicable fees and taxes).

8.3 Third-Party Service Providers.

The Company currently uses Stripe, Inc. and its affiliates, as well as PayPal, as third-party service providers for payment processing services (e.g., card acceptance, merchant settlement, and related services) (each, a “Third-Party Service Provider”). By buying through the Platform or the Services, (a) you agree to be bound by, in the case of Stripe, Stripe’s Privacy Policy (currently accessible at https://stripe.com/privacy) and its Stripe Connected Account Agreement (currently accessible at https://stripe.com/legal/connect-account), and in the case of PayPal, PayPal’s Privacy Statement (currently accessible at https://www.paypal.com/us/legalhub/privacy-full) and its terms of service (currently accessible at https://www.paypal.com/us/legalhub/useragreement-full?locale.x=en_US, and in the case of any other Third-Party Service Provider, similar policies and agreements of such other Third-Party Service Provider, as applicable; (b) you agree to provide only true, accurate, current and complete information about you and to update such information as necessary to maintain its truth and accuracy; and (c) you hereby give consent for and authorize the Company, Stripe and PayPal to share any information and payment instructions you provide with one or more Third-Party Service Providers to the minimum extent required to complete your transactions.

8.4 Additional Identity Verification.

The Company reserves the right, but has no obligation, to request additional information from Buyers or Sellers for purposes of identity verification in order to safeguard the integrity of the Platform and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that the Company may request, or seek to confirm, may include a Buyer’s or Seller’s full legal name, mailing address, phone number, date of birth, taxpayer identification number (e.g. Social Security Number), and bank account information, and a form of government-issued identification.

8.5 Buyer’s Appointment of the Company as Limited Payments Agent.

By accessing the Platform and the Services, each Buyer hereby appoints the Company as its limited payments agent for the limited purpose of receiving, holding and facilitating settlement of payments to Seller for sales of Products through the Platform or through a Seller Property utilizing the Services, to the extent applicable. The Company, through its Third-Party Service Providers, will settle payments to Seller that are actually or constructively received by the Company, less any amounts owed to the Company, including the Utorify Fees, other fees and obligations, and amounts in respect of taxes, as set forth in these Buyer Terms and Conditions. The Company agrees that a payment actually or constructively received by the Company on behalf of Seller satisfies Buyer’s obligation to make payment to Seller, regardless of whether the Company or its Third-Party Service Provider actually settles such payment to Seller. If the Company does not settle any such payments as described in this Section 8 (“Additional Payment Terms”) or otherwise in these Buyer Terms and Conditions, Seller will have recourse against only the Company (or its Third-Party Service Provider, as applicable) and not Buyer. In accepting this appointment as Buyer’s limited payments agent, the Company assumes no liability for any acts or omission by Buyer, and Buyer understands that the obligation of the Company and its Third-Party Service Providers to settle funds to Seller is subject to and conditioned upon the Buyer’s actual payment and these Buyer Terms and Conditions.

8.6 Buyer’s Obligations and Restrictions on Buyer’s Activities through the Services.

In addition to other terms applicable to Buyers in this Agreement, when you as a Buyer use the Platform or the Services, you acknowledge and agree that:

(a) You will not, and will not attempt to, purchase Products through the Platform or the Services in any manner that: (i) violates, or may violate, the rules or policies of our Third-Party Service Providers; (ii) violates the Utorify Website Terms of Use or the Utorify Application Terms of Use or the Utorify Privacy Policy; or (iii) is illegal.

(b) In sharing your experiences and feedback by posting ratings and reviews of Products offered or sold through the Platform or any Seller Property: (i) you will post your honest opinions, whether positive or negative; (ii) you will not post any review that (A) contains confidential or private information (for example, a person’s financial, medical, or personnel file information or a company’s trade secrets), (B) infringes, misappropriates, or violates the intellectual property rights of any third party, (C) is libelous, harassing, abusive, obscene, vulgar, sexually explicit, or is inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, (D) contains the image or likeness of a real person without obtaining that person’s consent to the extent required by law, (E) advertises or promotes another product or service or contains any kind of commercial solicitation, including as a way to raise money, (F) is unrelated to the Products available on the Platform or a Seller Property, or (G) relates only to Products that you have not actually purchased or that you have no experience with; (iii) you will not use a false e-mail address, impersonate any person or entity, or otherwise mislead others as to the origin of any rating or review; and (iv) you will write any such review yourself and not with the help of technology.

8.7 Suspension of Buyer’s Account.

Notwithstanding anything in these Buyer Terms and Conditions to the contrary, the Company in its sole discretion may suspend or terminate any Buyer’s Account, and may terminate Buyer’s rights to access, use, or otherwise participate in the Services or any portion thereof, if the Company suspects or has reason to believe that (i) Buyer has violated the law or breached any material part of these Buyer Terms and Conditions, including without limitation any breach by Buyer of Section 8.6 (“Buyer’s Obligations and Restrictions on Buyer’s Activities through the Services”) above, or (ii) Buyer’s Account has become dormant or has a negative balance, or (iii) Buyer engages in any conduct that the Company in its sole discretion considers unacceptable. Upon such termination, Buyer agrees to immediately cease all use of the Services. Following suspension or termination of Buyer’s Account pursuant to this Section, the Company will review Buyer’s Account in a manner determined by the Company in its sole discretion, and Buyer agrees to cooperate with such review if requested by the Company.

9. RESPONSIBILITY FOR CONTENT

9.1 Types of Content.

You acknowledge that all Content (as defined in Section 5.2 (“Access Through a SNS”) above), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not the Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other users of the Services, and not the Company, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”).

9.2 Storage.

Unless expressly agreed to by the Company in writing, the Company has no obligation to store any of Your Content that you Make Available within the Services. The Company has no responsibility or liability for (i) the timeliness, deletion, mis-delivery or accuracy of any Content, including Your Content; (ii) the failure to store, transmit, or receive transmission of Content; or (iii) the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You acknowledge and agree that you are solely responsible for applying the appropriate level of access to Your Content, and that if you do not choose the level of access, the system may default to its most permissive settings. You agree that the Company retains the right to create reasonable limits on the Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described within the Services and as otherwise determined by the Company in its sole discretion.

10. OWNERSHIP

10.1 Ownership of the Platform and the Services.

Except with respect to Your Content and User Content, you agree that the Company and its suppliers own all rights, title and interest, including moral rights, in and to the Platform and the Services and all content thereon or therein (including but not limited to, any themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, Company software, AI-generated scripts, course titles, course descriptions, and course captions), and including documentation of any or all of the foregoing. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.

10.2 Trademarks.

The UtorifyTM trademark, and all related graphics, logos, service marks and trade names used on or in connection with the Platform and the Services are the trademarks or trade dress of the Company and may not be used in connection with your, or any third-party, products or services without the permission of the Company. Other trademarks, service marks and trade names that may appear on or within the Platform and the Services are the property of their respective owners.

10.3 Your Content.

The Company does not claim ownership of Your Content. However, during the full duration of the period when you as a Registered User post or publish Your Content on the Platform or within the Services, you represent that you own or have a royalty-free, worldwide, sub-licensable legal right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part, and including without limitation any reviews that you post) worldwide and to incorporate it in other works in any form, media or technology now known or later developed.

10.4 License to Your Content.

Subject to any applicable account settings that you select, you grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sub-licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part, and including without limitation (i) any reviews that you post, and (ii) your name, nickname, username, appearance, likeness, image, and any other means by which you have identified yourself through your reviews), for the purposes of operating the Platform and the Services and providing them to you and to our other users. You acknowledge and agree that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Platform or the Services. You represent and warrant that the holders of any intellectual property rights, including moral rights, in Your Content, have either effectively waived all such rights or have completely and irrevocably granted to you the right to grant the license stated above. You agree that you, and not the Company, are responsible for all of Your Content that you Make Available on the Platform or within the Services. Any Content posted by you in your profile may not contain nudity, violence, or sexually explicit or offensive subject matter as determined by the Company in its sole discretion. You may not post or submit for print services a photograph or other likeness of another person in any tortious manner or without obtaining that person’s permission to the extent required by law.

10.5 Ownership Disputes.

You acknowledge and agree that the Company is not responsible for disputes between Sellers, Buyers and third parties regarding intellectual property ownership or theft.

10.6 Username.

Notwithstanding anything contained herein to the contrary, by submitting Your Content to any comments, or any other area within the Services, you hereby expressly permit the Company to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

10.7 Feedback.

You agree that submission of any ideas, suggestions, documents, or proposals to the Company (“Feedback”) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all legal rights necessary to submit any Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform and the Services and the Company’s business.

11. USER CONDUCT AND CERTAIN RESTRICTIONS

As a condition of your use of the Platform and the Services, you agree not to use the Platform or the Services for any purpose that is prohibited by these Buyer Terms and Conditions or by applicable law. You shall not (and shall not permit any third party to):

(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or the Services or any portion of the Platform or the Services;

(b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of the Company;

(c) create any metatags or other “hidden text” using the Company’s name or trademarks;

(d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent that the foregoing restrictions are expressly prohibited by applicable law;

(e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained on the Platform or in the Services (except that the Company grants to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); or

(f) remove or destroy any copyright notices or other proprietary markings contained on the Platform or within the Services.

Further, you shall not (and you shall not encourage any third party to) either (a) take any action or (b) Make Available any Content on the Platform or through the Services that:

(i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;

(ii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory;

(iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;

(iv) involves commercial activities or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without the Company’s prior written consent;

(v) impersonates any person or entity, including any employee or representative of the Company;

(vi) interferes with or attempts to interfere with the proper functioning of the Platform or the Services or uses the Services in any way not expressly permitted by these Buyer Terms and Conditions;

(vii) manipulates the price of any listed Product or interferes with a user profile or Seller listings;

(viii) transfers your Account and username to another party without the Company’s consent;

(ix) bypasses our robot exclusion hardware or software, interferes with the working of the Platform, or imposes an unreasonable or disproportionately large load on our infrastructure;

(x) uses the Platform to collect, harvest, transmit, distribute or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit card or calling card or account numbers, without such person’s or entity’s permission;

(xi) is likely to undermine our feedback or ratings systems;

(xii) breaches or circumvents any third-party rights or our systems, policies, or determinations of your Account status; or

(xiii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Platform or the Services, including but not limited to violating or attempting to violate any security features of the Platform or the Services, introducing viruses, worms, or similar harmful code into the Platform or the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Platform or the Services.

12. NO SOLICITATION

The Platform may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form other users for purposes of employment or contracting, or for any other purposes not related to the purposes for which the Platform and the Services are made available by the Company. You may not use the Platform to collect usernames or email addresses of users by electronic or other means without the express prior written consent of the Company.

13. INVESTIGATIONS; MONITORING; NO OBLIGATION TO PRE-SCREEN CONTENT

13.1 Monitoring; Content.

The Company may, but shall not be obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and Content, including Your Content and User Content, at any time. By entering into these Buyer Terms and Conditions, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation via chat, text, or voice communications. In the event that the Company pre-screens, refuses or removes any Content, you acknowledge that the Company shall not be required to do so for your benefit. Without limiting the foregoing, the Company reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates these Buyer Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the Services or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and other applicable legal authorities, with respect to any illegal or unauthorized use of the Platform or the Services or if the Company otherwise believes that criminal activity has occurred; and (e) terminate or suspend your access to all or part of the Platform or the Services for any or no reason, including without limitation, any violation of these Buyer Terms and Conditions. Upon determination of any possible violations by you of any provision of these Buyer Terms and Conditions, the Company may in its sole discretion immediately terminate your license to use the Platform or the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

13.2 Criminal Activity.

If the Company believes that criminal activity has occurred, we reserve the right, except to the extent prohibited by applicable law, to disclose any information or materials on or within the Platform and the Services, including Your Content, that is in the Company’s possession in connection with your use of the Services, in order to (i) comply with applicable law, legal process or governmental request, (ii) enforce these Buyer Terms and Conditions, (iii) respond to any claims that Your Content violates the rights of third parties, or (iv) protect the rights, property and personal safety of the Company and its representatives, its Registered Users or the public, as the Company in its sole discretion believes to be necessary or appropriate.

14. INTERACTIONS WITH OTHER USERS

14.1 User Responsibility.

You are solely responsible for your interactions with other users and any other parties with whom you interact on the Platform or through the Services; provided that, the Company reserves the right, but has no obligation, to intercede in any disputes that may arise between users. You agree that the Company will not be responsible for any liability incurred as the result of such interactions.

14.2 Content Provided by Other Users.

The Services may contain User Content provided by other users. The Company is not responsible for and does not control User Content. The Company does not approve, endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.

14.3 Subverting the Platform.

It is a material breach of these Buyer Terms and Conditions to arrange for the sale of listed Products from, or the payment of fees to, any Seller outside the context of the Platform for the purpose of circumventing the obligation to pay the applicable Utorify Fees for Products purchased through the Platform.

15. RELEASE

The Company expressly disclaims any liability that may arise between users of the Platform or the Services. The Platform is only a venue for connecting Buyers with Sellers. Because the Company is not a party to the actual contracts between Buyers and Sellers, in the event that you have a dispute with one or more users, you release the Company, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors, but excluding any users (each a “Polymath Party” and collectively, the “Polymath Parties”) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE THE PROTECTION OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The foregoing release does not apply to any claims, demands, losses, damages, rights or actions of any kind, including for personal injuries, death or property damage, for any unconscionable commercial practice by a Polymath Party or for a Polymath Party’s fraud, intentional misrepresentation, or concealment, suppression or omission of any material fact, in connection with the Platform or the Services.

16. INDEMNIFICATION

You agree to indemnify and hold the Polymath Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your inability to use any part of the Platform or any of the Services; (c) your violation of these Buyer Terms and Conditions; (d) your violation of any rights of another party, including any other user; (e) disputes with other users of the Platform or the Services; or (f) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree that you will fully cooperate with the Company in asserting any available defenses. This provision does not require you to indemnify any of the Polymath Parties for any unconscionable commercial practice by such Polymath Party or for such Polymath Party’s fraud, intentional misrepresentation, or concealment, suppression or omission of any material fact, in connection with the Platform or the Services. You agree that the provisions in this section will survive any termination of your Account, these Buyer Terms and Conditions, and your access to the Platform and the Services.

17. DISCLAIMER OF WARRANTIES AND CONDITIONS

17.1 As Is.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE POLYMATH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO USE OF THE PLATFORM AND THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. This Section 17 (“Disclaimer of Warranties and Conditions”) does not affect in any way our return policy, or any limited warranty found within our return policy, for goods purchased through the Platform or the Services.

(a) THE POLYMATH PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE. THE COMPANY CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE PLATFORM, AND OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM OR THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM OR THE SERVICES, AND ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE PLATFORM OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e) FROM TIME TO TIME, THE COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED IN THE COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

17.2 No Liability for Conduct of Other Users or Third Parties.

YOU ACKNOWLEDGE AND AGREE THAT THE POLYMATH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE POLYMATH PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS OR THIRD PARTIES, AND THAT THE RISK OF INJURY FROM OTHER USERS AND THIRD PARTIES RESTS ENTIRELY WITH YOU.

(a) The Company makes no warranty that the goods provided through the Platform or the Services by third parties or other users will meet your requirements or be available on an uninterrupted, secure, or error-free basis. The Company makes no warranty regarding the quality of any such goods, or the accuracy, timeliness, truthfulness, completeness or reliability of any User Content obtained through the Services.

(b) The Company does not transfer legal ownership of Products from the Seller to the Buyer. Uniform Commercial Code § 2-401(2), as it may be implemented or modified under applicable state law, applies to the transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise. Further, we cannot guarantee continuous or secure access to the Platform or the Services, and operation of the Platform or the Services may be interfered with by numerous factors outside of our control.

(c) As a part of the Services, you may have access to materials that are hosted by another party. You acknowledge and agree that it is not possible for the Company to monitor such materials, and that you access such materials at your own risk.

18. LIMITATION OF LIABILITY

ALL CLAIMS AND DISPUTES THAT MAY ARISE DIRECTLY OR INDIRECTLY FROM THESE BUYER TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE SUBJECT TO ARBITRATION AS PROVIDED BELOW AND MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE SELLER OR BUYER OR OTHER USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER SELLER OR BUYER OR OTHER USER. IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM OR THE SERVICES, THE COMPANY IS UNDER NO OBLIGATION TO BECOME INVOLVED.

18.1 Disclaimer of Certain Damages.

IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE, UNDER ANY LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH (I) YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR THE SERVICES, (II) ANY CONTENT WITHIN THE PLATFORM OR THE SERVICES OR ANY SELLER PROPERTY, OR (III) ANY GOODS OR SERVICES OBTAINED THROUGH THE PLATFORM OR THE SERVICES OR ANY SELLER PROPERTY.

18.2 Cap on Liability.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE BUYER TERMS AND CONDITIONS, WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES ARISING OUT OF YOUR USE OF, ACCESS TO, OR INABILITY TO USE THE PLATFORM OR THE SERVICES OR ANY MATERIAL ON THE PLATFORM OR WITHIN THE SERVICES PROVIDED OR OTHERWISE SUPPLIED BY US OR ANY THIRD PARTY, OUR LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU, TO USE THE PLATFORM AND THE SERVICES, DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A POLYMATH PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A POLYMATH PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A POLYMATH PARTY’S FRAUD OR INTENTIONAL MISREPRESENTATION.

18.3 Certain Exclusions.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY OR MAY PLACE RESTRICTIONS ON OUR ABILITY TO LIMIT OUR LIABILITY TO YOU, AND THE FOREGOING PROVISIONS OF THIS SECTION DO NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

It is the Company’s policy to terminate the membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to the Company by the copyright owner or the copyright owner’s legal agent. If you believe that your work has been copied and posted on the Platform or within the Services in a way that constitutes copyright infringement, please see the Company’s Copyright Compliance Policy, available at WWW.UTORIFY.COM for instructions on sending us a notice of copyright infringement.

20. TERM AND TERMINATION

20.1 Term.

These Buyer Terms and Conditions become effective on the date when you accept them (as described in the introductory paragraphs above) by checking the “I Accept” box below and shall remain in full force and effect while you use the Platform or the Services, unless terminated earlier in accordance with these Buyer Terms and Conditions.

20.2 No Subsequent Registration.

If your registration with, or ability to access, the Platform or the Services is discontinued by the Company due to your violation of any portion of these Buyer Terms and Conditions or for conduct otherwise inappropriate for the user community of the Platform or the Services, then you agree that you shall not attempt to re-register with or access the Platform or the Services through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those portions of the Platform and the Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

20.3 Suspension of Services.

The Company may decline, remove or halt sales of any Product, suspend or terminate any Account, or suspend or terminate any part of the Platform or the Services at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so.

21. TERRITORIAL RESTRICTIONS

The Platform and the Services may be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that the Company intends to make such Services or Content available in your country. The Platform and the Services are controlled and offered by the Company from its facilities in the United States. The Company makes no representations that the Platform or the Services are appropriate or available for use in other locations. Those who access or use the Platform or the Services from other countries do so at their own volition and are responsible for compliance with local law.

22. ARBITRATION AGREEMENT

22.1 Applicability of Arbitration Agreement.

The arbitration agreement in this Section 22 (“Arbitration Agreement”) requires you to arbitrate any Dispute (as defined in Section 22.2 (“Dispute—Definition”) below) between you and the Company and limits the manner in which you may seek relief from us, except for the ability of either you or the Company to assert claims or seek relief in small claims court if such claims qualify for and remain in small claims court, and your ability to file a civil action in the event that you deem it necessary to seek an equitable remedy. This Arbitration Agreement does not govern disputes between you and another user of the Platform or the Services, or between you and another third party.

22.2 Dispute—Definition.

As used in this Section 22 (“Arbitration Agreement”), “Dispute” means any dispute, disagreement, controversy or claim between you and the Company arising out of or relating to these Buyer Terms and Conditions, your access to or use of the Platform or the Services, any communications you receive from us, or any products sold or distributed by other users through the Platform or the Services, and also includes any dispute, disagreement, controversy or claim between you and the Company that arose, or that involves facts occurring, before the effective date of these Buyer Terms and Conditions or any previous version of these Buyer Terms and Conditions, and further includes any dispute, disagreement, controversy or claim between you and the Company that arises, or that involves facts occurring, after the termination of these Buyer Terms and Conditions as between you and the Company.

22.3 Informal Dispute Resolution.

In the event of a Dispute, the Company is committed to working with you to reach a reasonable resolution. You and the Company agree that before either party commences arbitration against the other, or initiates an action in small claims court if a party so elects, we will personally meet and confer telephonically or via videoconference, in a good-faith effort to resolve informally any Dispute covered by this Arbitration Agreement (an “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you agree that you will also participate in the conference. The party initiating a Dispute shall give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to the Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or by regular mail to our offices located at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

22.4 Waiver of Jury Trial.

Without limiting any part of the arbitration agreement in this Section 22 (“Arbitration Agreement”), in the event that any part of such arbitration agreement is found to be invalid or unenforceable, you agree that you waive your right to submit any Dispute to a jury trial.

22.5 Confidentiality of Dispute Resolution.

You and the Company agree that all materials and documents exchanged during any arbitration proceedings, and during the informal dispute resolution proceedings described in Section 22.3 (“Informal Dispute Resolution”) above, shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and in such case subject to the condition that they agree to keep all such materials and documents exchanged confidential.

22.6 Arbitration—Procedure.

In the event that any Dispute between you and the Company cannot be resolved by negotiation, and neither party elects to resolve the Dispute in small claims court (which shall be allowed provided that the claims underlying the Dispute qualify to be brought in small claims court and remain in small claims court), then any Dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) currently in effect. Arbitration means that an impartial third party will hear the Dispute between the Company and you, and will provide a decision. Binding arbitration means that the decision of the arbitrator is final and enforceable. Unless you and the Company otherwise agree, any such arbitration shall take place in the state of your residence, or if you reside outside of the United States, shall take place in Fort Worth, Texas, U.S.A., and shall be conducted by a single, neutral arbitrator. Within seven (7) days of the effective date of the notice of arbitration, the Parties shall mutually agree upon an arbitrator. If the Parties cannot agree upon the identity of the arbitrator, the AAA shall provide the Parties with a list of five (5) qualified arbitrators, the Parties shall rank these candidates numerically, and the highest mutually ranked candidate shall be selected to preside over the dispute. A hearing shall be held within ninety (90) days of the effective date of the notice of arbitration. Such hearing shall last no more than five (5) business days. Within fourteen (14) days of the conclusion of the hearing, the arbitrator shall issue an award and a grant of non-monetary remedy or relief, if any. The arbitration shall not require any personal appearances by the Parties or witnesses unless otherwise agreed by the Parties. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances.

22.7 Arbitration—Governing Law.

In deciding any arbitration under this section, the arbitrator shall apply the substantive law of the state of Texas, exclusive of its laws governing conflicts of law. However, matters relating to the enforceability of this section, to the procedures to be followed in carrying out any arbitration, and to any award granted under this section shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Arbitrable matters shall include: (i) matters concerning the scope, construction and enforcement of this section; and (ii) material matters that arise under or relate to these Buyer Terms and Conditions, including the applicability of the laws of the state of Texas to any provision of these Buyer Terms and Conditions. You and the Company agree that all applicable statutes of limitation that apply to the subject matter of any Dispute shall apply to the arbitration of such Dispute in the same manner as such statutes of limitation would apply in a court of competent jurisdiction.

22.8 Waiver of Class or Other Non-Individualized Relief.

All Disputes that may arise directly or indirectly between you and the Company, whether in contract, tort, or otherwise, must be arbitrated on an individual basis and not on a class basis, and claims of more than one user of the Platform or the Services cannot be arbitrated jointly or consolidated with those of any other user of the Platform or the Services. Notwithstanding the previous sentence, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of the previous sentence are invalid or unenforceable as to a particular claim or request for relief, you and the Company agree that such particular claim or request for relief, and only such particular claim or request for relief, shall be severed from the arbitration and may be litigated in the state or federal courts stipulated in Section 24.6 (“Governing Law and Jurisdiction”) below.

22.9 Arbitration—Attorneys’ Fees and Costs.

The prevailing party in any arbitration, as determined by the arbitrator, shall be awarded all reasonable costs and fees of the arbitration, including without limitation, the arbitrator’s fees and reasonable attorneys’ fees. Any judgment upon the award rendered in any arbitration may be entered in any court of competent jurisdiction.

22.10 Arbitration—Exceptions for Small Claims and Equitable Relief.

Notwithstanding the foregoing: (i) either of you or the Company may assert claims or seek relief in small claims court without pursuing arbitration if such claims qualify for and remain in small claims court, and (ii) either party has the right to file a civil action in the event that such party deems it necessary to seek an equitable remedy; provided that, in the event that any party seeks the remedy of public injunctive relief, then court proceedings related thereto shall be stayed, and the court shall retain jurisdiction over such request for public injunctive relief while such party pursues its substantive claims in arbitration, and only if and when such party prevails on the substance of its claims in arbitration shall such party proceed to seek a public injunction in court.

22.11 Modification.

Notwithstanding any provision in these Buyer Terms and Conditions to the contrary, if the Company makes any future material change to the arbitration agreement in this Section 22 (“Arbitration Agreement”), (i) we will notify you; (ii) unless you reject the change within thirty (30) days of such change becoming effective by writing to the Company at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A., your continued use of the Platform or the Services, including your acceptance of products and services offered through the Platform or the Services following the posting of changes to this arbitration agreement, constitutes your acceptance of any such changes; and (iii) if you reject any change or update to this arbitration agreement, the provisions of this arbitration agreement as of the date you first accepted this arbitration agreement (or accepted any subsequent changes to this arbitration agreement) shall remain in full force and effect.

22.12 Survival.

You agree that the provisions in this Section 22 (“Arbitration Agreement”) will survive any termination of your Account, these Buyer Terms and Conditions, and your access to the Platform and the Services.

23. THIRD-PARTY SERVICES

23.1 Third-Party Websites, Applications and Ads.

The Platform and the Services may contain links to third-party websites (“Third-Party Websites”), third-party applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Platform or the Services and that you are subject to the terms and conditions (including privacy policies) of another website or other destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of the Company. The Company is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. The Company provides Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications or Third-Party Ads at your own risk. When you leave the Platform, our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications or Third-Party Ads, and make whatever investigation you feel is necessary or appropriate before proceeding with any transaction with any third party.

23.2 Accessing and Downloading the Application from the Apple App Store.

The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a) You acknowledge and agree that (i) these Buyer Terms and Conditions are concluded between you and the Company only, and not Apple, and (ii) the Company, and not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the Apple Media Services Terms of Service.

(b) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App Store Sourced Application.

(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you, and except as otherwise required by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between the Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company.

(d) You acknowledge and agree that, as between the Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e) You acknowledge and agree that, in the event of any third-party claim that the App Store Sourced Application or your possession or use of the App Store Sourced Application infringes such third party’s intellectual property rights, as between the Company and Apple, the Company, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Buyer Terms and Conditions.

(f) Apple and Apple’s subsidiaries are third-party beneficiaries of these Buyer Terms and Conditions as related to the license granted to you for the possession and use of the App Store Sourced Application, and upon your acceptance of these Buyer Terms and Conditions, Apple will have the right to enforce these Buyer Terms and Conditions against you as related to such license.

(g) Without limiting any other terms of these Buyer Terms and Conditions, you must comply with all applicable third-party terms and conditions when using the App Store Sourced Application.

24. GENERAL PROVISIONS

24.1 Electronic Communications.

Communications between you and the Company may take place via electronic means. For contractual purposes, you consent to receive communications from the Company in electronic form. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act, codified at 15 U.S.C. § 7001 et seq.

24.2 Assignment.

You may not transfer, delegate, subcontract or assign any of your rights or obligations under these Buyer Terms and Conditions without the written consent of the Company. Any such purported transfer, delegation, subcontract or assignment in breach of the previous sentence will be null and void. We may, in our sole discretion, transfer, delegate, subcontract or assign, without notifying you, any of our rights or obligations under these Buyer Terms and Conditions.

24.3 Force Majeure.

The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, pandemic, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

24.4 Questions, Complaints, and Claims.

If you have any questions, complaints or claims with respect to the Platform or the Services, please contact us by mail at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A., or by email at [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

24.5 Agreement Updates.

THESE BUYER TERMS AND CONDITIONS ARE SUBJECT TO CHANGE BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, the Company will make a new copy of these Buyer Terms and Conditions available on the Site and within the Application, and within the Services as applicable. We will also update the “Last Updated” date at the top of these Buyer Terms and Conditions. If we make any material changes, and you have registered with us to create an Account (as defined in Section 5.1 (“Registering Your Account”) above) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to these Buyer Terms and Conditions will be effective immediately for new users of the Platform and the Services, and will be effective thirty (30) days after posting notice of such changes on the Site for existing Registered Users (as defined in Section 5.1 (“Registering Your Account”) above); provided that, any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to such Registered Users. The Company may require you to provide consent to the updated Buyer Terms and Conditions in a specified manner before further use by you of the Platform or the Services is permitted. If you do not agree to a change after receiving a notice of such change, you agree that you shall stop using the Platform and the Services. Otherwise, your continued use of the Platform or the Services constitutes your acceptance of such change. PLEASE CHECK THE SITE AND THE APPLICATION REGULARLY TO VIEW THE THEN-CURRENT TERMS.

24.6 Governing Law and Jurisdiction.

The validity, interpretation, construction and performance of these Buyer Terms and Conditions, and all acts and transactions pursuant hereto and the rights and obligations of you and the Company hereunder shall be governed, construed and interpreted in accordance with the laws of the state of Texas, U.S.A., without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from these Buyer Terms and Conditions, whether in contract, tort, or otherwise, you and the Company hereby submit and consent to the exclusive jurisdiction of the state or federal courts located in the Counties of Tarrant, Dallas and Denton in the state of Texas, U.S.A., and agree that any such litigation shall be conducted only in the courts of the state of Texas, U.S.A. or the federal courts of the United States located in the Counties of Tarrant, Dallas and Denton in the state of Texas, U.S.A., and no other courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Buyer Terms and Conditions.

24.7 Choice of Language.

The parties agree that it is their express wish that these Buyer Terms and Conditions, and all documents and notices related hereto, be in English.

24.8 Notice.

Where the Company requires that you provide an e-mail address, you are responsible for providing the Company with your most current e-mail address. In the event that the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Buyer Terms and Conditions, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may provide notice to the Company at 2939 Crockett St. Apt 538S, Fort Worth, TX 76107, U.S.A., or via email at [email protected]. Notice given by email shall be deemed given when sent. Notice given by means other than email shall be deemed given five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt.

24.9 Waiver and Severability.

No waiver by a party of any term or condition set forth in these Buyer Terms and Conditions shall be deemed a further or continuing waiver by such party of such term or condition or a waiver of any other term or condition, and any failure of a party to assert a right or provision under these Buyer Terms and Conditions shall not constitute a waiver by such party of such right or provision. If any provision of these Buyer Terms and Conditions, including without limitation any provision concerning arbitration, is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, then such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Buyer Terms and Conditions will continue in full force and effect.

24.10 Export Control.

You may not use, export, import, or transfer any portion of the Platform or the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtain the Services, and any other applicable laws. In particular, but without limitation, no portion of the Platform or the Services may be exported or re-exported (i) into any U.S. embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or (unless applicable license requirements are met) Entity List. By using the Services, you represent and warrant that (a) 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 (b) you are not listed on any U.S. government list of prohibited or restricted parties. You also agree that you will not use the Platform or the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services, and technology provided by the Company are subject to the export control laws and regulations of the United States. You agree that you shall comply with all such laws and regulations, and that you shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

24.11 Relationship of the Parties.

Nothing in these Buyer Terms and Conditions creates any partnership, joint venture, franchise, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

24.12 Third-Party Beneficiaries.

Except as otherwise specifically described herein (including in Section 23.2(f), regarding Apple and Apple’s subsidiaries), (i) these Buyer Terms and Conditions are for the benefit of you and the Company only, and only you and the Company may enforce these Buyer Terms and Conditions; (ii) the parties do not intend for these Buyer Terms and Conditions to confer any right or benefit on any third party; and (iii) no third party may commence or prosecute an action against a party to these Buyer Terms and Conditions by claiming to be a third-party beneficiary of these Buyer Terms and Conditions or any of the transactions contemplated in these Buyer Terms and Conditions.

24.13 Incorporation of Introductory Paragraphs.

The introductory paragraphs under the heading “Introduction” above are incorporated into and are a part of these Buyer Terms and Conditions.

24.14 Survival.

Provisions of these Buyer Terms and Conditions that by their nature and context are intended to survive the termination of these Buyer Terms and Conditions, irrespective of whether or not such survival is specifically mentioned elsewhere in these Seller Terms and Conditions, shall survive the termination of these Buyer Terms and Conditions for as long as is necessary to preserve a party’s rights under these Buyer Terms and Conditions that accrued prior to such termination.

24.15 Entire Agreement.

These Buyer Terms and Conditions, and all other relevant and cited documents incorporated by reference herein, constitute the sole and entire agreement between you and the Company with respect to the Platform and the Services and the use of the Platform and the Services, and except as otherwise specifically described herein, supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and the Services and the use of the Platform and the Services.

I ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE BUYER TERMS AND CONDITIONS AND THE UTORIFY PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE.

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Privacy Policy

Utorify’s Privacy Policy is effective as of June 27, 2024.

At Utorify, we value our community. We believe in transparency and are committed to being upfront about our privacy practices.

In this Utorify Privacy Policy (this “Policy”), we describe what information we gather about you, what we use that information for, and who we share that information with, when you visit or use the Utorify website located at www.utorify.com, our online services, and the software provided on our website or in connection with our services (collectively the “Site”). All features of the Site are hosted or provided by Polymath Inc. (together with its subsidiaries, “Polymath”, the “Company,” “we” or “us”), and this Policy describes the privacy practices of the Company. Among the reasons that the Company collects personal information from people who visit or use the Site is to provide better services to all users of the Site.

This Policy is designed to assist you in understanding and making informed decisions when using the Site, about how personal information about you may be obtained, used, shared, and disclosed to third parties by the Company. This Policy also describes how you can opt out of some uses of your personal information.

This Policy, together with the Utorify Terms of Use posted on the Site, sets forth the general rules and policies governing your use of the Site. Depending on your activities when visiting the Site, you may be required to agree to additional terms and conditions.

IF YOU ARE A RESIDENT OF CALIFORNIA, COLORADO, CONNECTICUT, DELAWARE, INDIANA, IOWA, MONTANA, NEW HAMPSHIRE, NEW JERSEY, OREGON, TENNESSEE, TEXAS, UTAH OR VIRGINIA, THEN THERE ARE SPECIAL PROVISIONS OF THIS WEBSITE PRIVACY POLICY THAT APPLY TO YOU. THESE SPECIAL PROVISIONS ARE CONTAINED IN THE “SUPPLEMENTAL PRIVACY POLICY AND NOTICE FOR RESIDENTS OF CALIFORNIA, COLORADO, CONNECTICUT, DELAWARE, INDIANA, IOWA, MONTANA, NEW HAMPSHIRE, NEW JERSEY, OREGON, TENNESSEE, TEXAS, UTAH AND VIRGINIA,” ATTACHED AS EXHIBIT 1 BELOW.

WHEN YOU ACCESS THE SITE, YOU AGREE TO THIS PRIVACY POLICY. IF YOU DO NOT AGREE TO THIS PRIVACY POLICY, OR TO ANY CHANGES THAT MAY BE SUBSEQUENTLY MADE TO THIS PRIVACY POLICY, YOU SHOULD IMMEDIATELY STOP ACCESSING THE SITE.

1. CHANGES TO THIS PRIVACY POLICY

This Policy is current as of the Effective Date set forth above. We may change this Policy from time to time in our sole discretion. To let you know when we make changes to this Policy, we will amend the Effective Date. The new modified or amended Policy will apply from that new Effective Date, so please be sure to check back periodically. Your continued use of the Site after any change to this Policy will constitute your acceptance of the changes. The Company will not use your personally identifiable information, in a manner that is materially different than what was stated at the time it was collected, without your consent.

2. THE TYPE OF INFORMATION WE COLLECT AND HOW IT IS USED

“Personal information” is information that may be used to specifically identify or contact you, such as your name, postal address, email address, and telephone number, among other things. When you visit the Site, personal information about you is not collected unless you voluntarily provide it. If you provide personal information to us, the Company might receive additional information about you from other sources and combine that additional information with the personal information that you have provided. If you communicate through the Site, the content of your communications, and your e-mail address, along with any responses from the Site, may be retained.

In certain circumstances, the Company may request, or may allow or otherwise provide you an opportunity to submit, your personally identifiable information in connection with a feature, program, promotion or some other aspect of the Site. For example, you may: (i) provide your name, mailing/shipping address, email address, and phone number when registering with the Site or using services offered through the Site; (ii) provide personal information when you post a product or services rating or recommendation on the Site; (iii) submit your payment information when making a purchase through the Site; (iv) provide demographic information when participating in a survey or poll on the Site; (v) provide your social media profile information when connecting your social media accounts to the Site; (vi) upload a profile picture or other images for your user profile; (vii) provide your location data when using location-based services or features; (viii) submit content, such as comments, reviews, or multimedia files, as part of user-generated content features; (ix) participate in contests, sweepstakes, or other promotions that require personal information for entry or notification purposes; (x) provide information during customer service interactions, including through chat, email, or phone communications; (xi) submit educational or employment background information when applying for a job through the Site; (xii) provide your preferences and interests when creating wish lists or using other personalization features; (xiii) provide family or household information when using family account features; (xiv) provide your travel details when booking travel-related services; (xv) submit any other type of personal information that may be required for specific activities or services offered through the Site; or (xvi) provide account details created on third-party services such as Stripe when making transactions through the Site. Certain information may not be personally identifiable when standing alone (e.g., your age), but may become so when combined with other information (e.g., your age and name). Whether or not you provide this information is your choice; however, in many instances this type of information may be required to participate in a particular activity, realize a benefit that the Site may offer, or gain access to certain content on the Site.

The personally identifiable information that you submit to the Company is generally used to carry out your requests, respond to your inquiries, or better serve you, or is used in other ways naturally associated with the circumstances in which you provided the information. The Company may use this information to contact you later for a variety of reasons, such as for customer service, to provide you with information or services, or to process transactions that you have requested or agreed to receive. We may use this information to provide you with marketing or promotional information for products or services of the Company or of the Company’s parent company, subsidiaries or other affiliated companies. We may use this information to communicate with you about content or other information that you have posted or shared with the Company via the Site, or with other users of the Site, or with service providers who use the Site. We may use this information with regard to your use of the Site and, in the discretion of the Company, with regard to changes to the Site or Site policies. We may also use this information for internal business purposes, or for purposes disclosed at the time you provide your information, or as otherwise set forth in this Policy. The following is a nonexhaustive list of certain purposes for which we may use your personal information:

1. Marketing and Promotions: Providing you with marketing or promotional information for products or services of the Company, its parent company, subsidiaries, or other affiliated companies.
2. Content Communication: Communicating with you about content or other information that you have posted or shared with the Company via the Site, with other users of the Site, or with service providers who use the Site.
3. Site Use and Policy Updates: Informing you about your use of the Site and any changes to the Site or Site policies.
4. Internal Business Purposes: Utilizing the information for internal business purposes, or for purposes disclosed at the time you provide your information, or as otherwise set forth in this Policy.
5. Improving User Experience: Enhancing the functionality, performance, and quality of the Site and services to provide a more seamless and enjoyable experience for users.
6. Personalizing Content Recommendations: Tailoring content and suggestions based on your preferences, behavior, and teractions to make your experience more relevant and engaging.
7. Fine-tuning AI Models: Utilizing the data to train, improve, and validate machine learning and artificial intelligence models that power various features and services offered by the Site.
8. Facilitating Targeted Marketing and Advertising: Delivering personalized advertisements and marketing communications that are likely to be of interest to you based on your data and interactions.
9. Aggregated Analytics: Analyzing data in aggregated form to understand trends, usage patterns, and user behavior, which helps us in making informed business decisions.
10. De-identified Datasets: Creating de-identified or anonymized datasets for research, analysis, and product development without compromising individual privacy.
11. Service Development and Enhancement: Informing the development of new products, services, and features, as well as enhancing existing ones based on user feedback and data analysis.
12. Security and Fraud Prevention: Monitoring, detecting, and preventing fraudulent activities and ensuring the security of our systems and users.
13. Compliance with Legal Obligations: Ensuring compliance with applicable laws, regulations, and legal processes, including responding to legal requests and investigations.
14. Customer Support and Service Improvement: Providing better customer support, resolving issues more effectively, and improving overall service quality based on user interactions and feedback.

The collected data includes both raw data and processed forms, such as aggregated analytics and de-identified datasets, to ensure that we can continually improve and evolve our offerings while protecting your privacy.

You may opt out from receiving future promotional information from the Company, or direct that the Company not share your information in the future with any affiliated companies or third parties for their direct marketing purposes. To opt out of receiving promotional offers simply unsubscribe via the email sent for that purpose.

In certain instances the Company may also share your personally identifiable information with its third-party vendors who use the Site or who are performing functions on behalf of the Company, or on behalf of affiliated companies of the Company (e.g., vendors that process credit card orders, deliver merchandise, administer promotions, provide marketing or promotional assistance, analyze data, assist with customer service, and the like). In addition, the Company may share your personally identifiable information with participating sponsors of a program or promotion, and with third parties who assist the Company in using the content or other information that you have posted or shared with the Company via the Site. Further, the Company may share your personally identifiable information with third parties such as promotional partners of the Company, and persons or companies with whom the Company has marketing or other relationships, among others.

“Non-personal information” is information about you or your activities through which you cannot be personally identified. When you visit the Site, we may collect such information. Examples include the type of browser and operating system you are using, the type of device you are using, the domain name of your Internet service provider, the pages you visit on the Site and how long you spend on each page, and the unique number assigned to your computer or Internet connection. This type of information can include certain personally identifiable information that has been de-identified (i.e., information that has been rendered anonymous). The Company does not re-identify de-identified data. The Company and its third-party service providers may obtain non-personal information about you from information that you provide, either separately or together with your personally identifiable information. This type of information may be used for a variety of purposes, including monitoring use of and improving the Site, as well as for internal analysis.

The Site may utilize a standard technology called “cookies,” described in more detail below, to provide the Site’s personalization feature, and web server logs to collect information about how the Site is used. Information gathered through cookies and web server logs may include the date and time of visits, the pages viewed, time spent at the Site, and other websites visited just before your visit to the Site. This information may be collected on an aggregate basis. None of this information may be associated with you as an individual.

Non-personal information is used in a variety of ways, including to help analyze Site traffic, to understand customer needs and trends, to carry out targeted promotional activities, and to improve the services provided by the Company. The Company may use your non-personal information by itself, or we may aggregate it with information that the Company has obtained from others. The Company may share your non-personal information with its affiliated companies and third parties to achieve these objectives and others; however, this information is anonymous information that does not personally identify you. The Company may provide data analyses and certain non-personal information to third parties (who may in turn use this information to provide advertisements tailored to your interests), but this will not involve disclosing any of your personally identifiable information.

3. INFORMATION YOU PROVIDE ABOUT THIRD PARTIES

If you send another Site user or someone else a communication from the Site, as when you send Site content to a business, supplier, service provider, friend, or other person, the information you provide (names, email addresses, etc.) may be used to facilitate the communication and may not be used for any other marketing purpose unless the Company obtains consent from that person or the Company explicitly states otherwise. Please be aware that when you use any “send to” functionality on the Site, your email address may be included in the communication sent.

4. INFORMATION FROM THIRD PARTIES ABOUT YOU

The Company also may, from time to time, supplement the information we collect with outside records from third parties in order to enhance our ability to serve you, to tailor our content to you, and to offer you opportunities to purchase products or services that we believe may be of interest to you. Additionally, data may be obtained from third-party sources such as payment services, analytics providers, or advertising partners. The Company may combine the information we receive from those other sources with information we collect through the Site. In those cases, the Company will apply this Policy to any personally identifiable information received, unless otherwise specifically disclosed by the Company at the time you provide your personally identifiable information.

The Company is affiliated with other businesses and works closely with them. These businesses may offer promotions, or may sell items or services to you through the Company’s services. The Company may also provide services or sell products jointly with affiliated businesses. Due to the nature of our business model, when an affiliated business is associated with your transaction, we may share information that is related to such a transaction with that affiliated business. The Company may share aggregated demographic information with business partners.

5. INFORMATION ABOUT SITE USE

In addition to any personally identifiable information or other information that you choose to provide to the Company via the Site, the Company and its third-party service providers may use a variety of technologies, now and hereafter devised, that automatically collect certain Site usage information whenever you visit or interact with the Site. This information may include your browser type, your operating system, the page served, the time, the source of a request, the preceding pages viewed by you, and other similar information. The Company may use this usage information for a variety of purposes, including to enhance or otherwise improve the Site. In addition, the Company may also collect your IP address or some other unique identifier for the particular device you use to access the Internet, as applicable (collectively, referred to herein as a “Device Identifier”). A Device Identifier is a number that is automatically assigned to your computer, and the Company may identify your device by its Device Identifier. When analyzed, usage information helps the Company determine how the Site is used, such as what types of visitors arrive at the Site, what type of content is most popular, what type of content you may find most relevant, and what types of visitors are interested in particular kinds of content and advertising. The Company may associate your Device Identifier or Site usage information with the personally identifiable information you provide, and may treat the combined information as personally identifiable information. Site usage information may be collected using various methods, such as web beacons, cookies, mobile device identifiers, and embedded scripts, among other methods.

A. COOKIES—IN GENERAL

We use cookies and other tracking mechanisms to track information about your use of our Site and our products and services. We may combine this information with other personal information we collect from you. Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive or SSD storage device through your web browser for record-keeping purposes. Some cookies allow us to make it easier for you to navigate our Site and our products and services, while others are used to enable a faster log-in process or to allow us to track your activities with respect to our Site and our products and services. Some cookies are used to enable certain functions of the Site, and some are used to store your preferences. We may use cookies to remember information that changes the way the Site or our services behave or look. Some of the cookies we use are necessary to enable you to move around the Site and use its features, including accessing secure areas that may contain content for registered users. We may use accounts-related cookies to authenticate users and prevent fraudulent use of user accounts. We may use analytics cookies to track information about how the Site and our products and services are used so that we can make improvements. We may also use analytics cookies to test new advertisements, pages, or features, or new functionality of the Site and our services, to see how our users react to them. In addition, we may use web beacons or tracking pixels to count visitor numbers, and performance cookies to track how many individual users access the Site, and how often. This information is used for statistical purposes only and it is not our intention to use such information to personally identify any user. However, if you have registered and signed into the Site, we may combine such sign-in information with information from our web analytic services and cookies to analyze in more detail how you use the Site. In addition to our own cookies, we may also use various third-party cookies to report usage statistics for the Site and our products and services, to deliver advertisements on and through the Site, and so forth. Cookies may be used to create profiles of our users, based on the user information we collect, and cookies may enable users' identification across multiple websites. You can find more detailed information about cookies and how they work at http://www.aboutcookies.org/. Cookies may include session cookies and persistent cookies.

B. SESSION COOKIES

Session cookies exist only during an online session. They disappear from your computer when you close your browser or turn off your computer. We use session cookies to allow our systems to uniquely identify you during a session, or while you are logged into the Site. This allows us to process your online transactions and requests and to verify your identity, after you have logged in, as you move through our Site.

C. PERSISTENT COOKIES

Persistent cookies remain on your computer after you have closed your browser or turned off your computer. We use persistent cookies to track aggregate and statistical information about user activity.

D. DISABLING COOKIES

Most web browsers automatically accept cookies, but if you prefer, you can edit your browser options to block them in the future. The “Help” or “Options” portion of the toolbar on most browsers will tell you how to prevent your computer from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. If you visit our Site and disable cookies, you will be able to browse certain areas of the Site, but some features may not function, you may not be able to store your preferences, and some of our pages may not display properly. Be aware that any preferences you have set will be lost if you delete all cookies, including your preference to opt out from cookies, as this itself requires an opt-out cookie to have been set.

E. YOUR CONSENT TO THE USE OF COOKIES

By using the Site or purchasing or using any of our products or services, and by consenting to the terms of this Policy, you consent to our use of cookies.

6. CHOICE AND CONTROL

We know that members of our community value having control over their own information, and therefore the Company gives you the choice of providing, editing or removing certain information. You may change or correct your Utorify account information. For various reasons, we may contact you about our services or your activity.

7. INFORMATION SHARING AND DISCLOSURE

The Company will share personal information with companies, organizations or individuals outside of the Company if we have a good-faith belief that access, use, preservation or disclosure of such personal information is reasonably necessary to: (i) meet any applicable law, regulation, legal process or enforceable governmental request; (ii) enforce applicable provisions of the Utorify Terms of Use posted on the Site, including investigation of potential violations; (iii) detect, prevent, or otherwise address fraud, security or technical issues; and (iv) protect against harm to the rights, property or safety of the Company, Site users, or the public as required or permitted by law.

It is not our policy to sell or rent your personal information to unaffiliated third parties. Your personal information may be shared by us with unrelated third parties, including contractors that provide services to the Site. When we share your personal information with a third party with whom we have a contractual relationship, we use reasonable efforts to include clauses in our contract with such third party that require them to comply with the privacy laws and regulations relevant to that information, and to restrict the use to the purposes for which it was provided to them.

8. COMMUNITY

Utorify offers several features that allow Site users to connect and communicate in semi-public forums. When you publish content or information, it means that you are allowing everyone to access and use that information, and to associate it with you. Please use common sense and good judgment when posting in these forums or sharing your personal information with others on the Site. Be aware that any personal information that you submit there can be read, collected, or used by others, and could be used to send you unsolicited messages. The Company generally does not remove content from community spaces, and your posts may remain public after your account is closed. You are responsible for the personal information you choose to post in community spaces on the Site.

Other Utorify members may follow your activities on the Site; for example, to receive updates about your activities. You may choose to make certain activities and communications private on the Site.

9. OTHER USES

For security reasons, the Company does not recommend that you send non-public personally identifiable information, such as passwords, social security numbers or bank account information, to us by email. The Company may communicate with you by email in the following circumstances: (a) when you request a particular service or sign up for a feature that involves email communications; (b) when our email to you relates to requests you have made from or through the Company (e.g., product/services updates, customer support, etc.); (c) when the Company is sending you information about products and services; (d) when you have consented to being contacted by email for a particular purpose; (e) when you send the Company an e-mail, post information on the Site, or otherwise submit information to the Company electronically, where the Company may email you to follow up or otherwise communicate with you with respect thereto; (f) when we provide you with legal notices or notices with respect to your use of the Site; or (g) when we are otherwise attempting to facilitate a transaction between you and the Company, or between you and someone else. In certain instances, the Company may provide you with tools on the Site that will allow you to set your preferences for receiving email communications from the Company or other persons, where such tools allow you to agree to some communications but not others. You may opt out of receiving future commercial email communications from the Company by sending an email to the Company opting out of future promotional email communications; provided, however, that the Company reserves the right to send you transactional emails, such as customer service communications and auto-renewal billing notices.

10. DO-NOT-TRACK DISCLOSURE

Currently, our systems do not recognize browser “do-not-track” requests.

11. EXCEPTIONS TO THIS PRIVACY POLICY

This Policy applies to all of the services the Company offers, excluding any services that have separate privacy policies that do not incorporate this Policy. Furthermore, it does not apply to services offered by other companies or individuals, including products, services, or sites that may be displayed to you on the Site, or other websites linked from the Site. This Policy does not cover the information practices of other companies and organizations who advertise on or provide services through the Site, and who may use cookies, pixel tags and other technologies to serve and offer relevant ads.

Regarding the Site’s links to other websites, neither the Company nor any third parties that help us operate the Site are responsible for the information collection or privacy practices of such other websites. You should consult the privacy policies of other websites before you visit those websites or provide any personal information to those websites. The Company or third parties that help us operate the Site may provide information at the Site about programs and events that are sponsored by or co-sponsored by other firms or organizations. If you register for any of these programs or events, then the Company and third parties that help us operate the Site may have no control over the use of your personal information by such other firms or organizations.

Third-party applications may be available via the Site. The owners of these applications (“Third-Party Owners”) may collect personally identifiable information from you, and may have their own policies and practices. The Company is not responsible for how Third-Party Owners or their applications use your personally identifiable information. Such Third-Party Owners may have their own terms of service, privacy policies or other policies, and may ask you to agree to the same. The Company is not responsible for those policies or for the practices of Third-Party Owners. Be sure to review any available policies before submitting any personally identifiable information to a third-party application, or otherwise interacting with it.

The Company and third parties that help us operate the Site reserve the right to disclose your personal information: (i) if it is believed that the Site is being used to commit unlawful acts; (ii) if disclosure of your personal information is required to comply with applicable laws or regulations or with a court or administrative order, or will help to enforce any applicable terms of use; and (iii) to protect your safety and security, including the safety and security of property that belongs to you, or to protect the safety and security of the Site or of third parties.

12. SECURITY

Although the Site employs security measures that are reasonably appropriate to protect your personal information, neither the Company nor any third party that helps us operate the Site guarantees that such security precautions will protect against the loss or misuse of your personal information. Similarly, neither the Company nor any third party that helps us operate the Site guarantees the privacy of personal information that you transmit over the Internet or that may be collected in transit by others, including contractors that provide services to the Company or to third parties that help us operate the Site. Our data is stored in secure data centers provided by cloud services providers such as DigitalOcean and AWS.

By using the Site, you agree that you understand the foregoing provisions of this section, and you consent to the transfer of your personal information across national borders, and to the storage and processing of your information in a country that may not provide the same level of privacy protection that your country provides.

13. CHILDREN'S PRIVACY

The Company does not intend the Site or our products or services to be used by individuals under the age of 18 without the supervision of a parent or guardian. The Company relies upon parents or guardians 18 years of age or older to determine if the Site and our products and services are appropriate for viewing, access, or participation by individuals under the age of 18. If an individual under the age of 18 uses the Site or any of our products or services, such individual may only do so under the supervision of a parent or guardian who is 18 years of age or older.

We do not seek or knowingly collect any personal information about children under 13 years of age. If we become aware that we have unknowingly collected personal information from a child under the age of 13, we will make commercially reasonable efforts to delete such information from our database.

14. CONTACT US

If you have any questions regarding this Policy you may send an email to [email protected] or write to:

Attn.: Privacy Policy
Polymath Inc.
2939 Crockett St. Apt 538S
Fort Worth, TX 76107

Exhibit 1: Supplemental Privacy Policy and Notice for Residents of California, Colorado, Connecticut, Delaware, Indiana, Iowa, Montana, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah and Virginia

This Supplemental Privacy Policy and Notice (“Supplemental Policy”) applies to information collected about persons residing in California, Colorado, Connecticut, Delaware, Indiana, Iowa, Montana, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah or Virginia, and supplements the information contained in the Utorify Privacy Policy. It provides information required under:

• the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”),
• the Colorado Privacy Act of 2021 (the “CPA”),
• the Connecticut Data Privacy Act of 2022 (“CDPA”),
• the Delaware Personal Data Privacy Act (DPDPA),
• the Indiana Data Privacy Law (“Indiana DPL”),
• the Iowa Data Privacy Law (“Iowa DPL”),
• the Montana Consumer Data Privacy Act (MCDPA),
• the New Hampshire Act Relative to the Expectation of Privacy (NHAREP),
• the New Jersey Privacy Act (NJPA),
• the Oregon Consumer Data Privacy Act (OCDPA),
• the Tennessee Information Protection Act (TIPA),
• the Texas Data Privacy and Security Act (TDPSA),
• the Utah Consumer Privacy Act of 2022 (the “UCPA”),
• the Virginia Consumer Data Protection Act of 2021 (the “VCDPA”);

and any and all regulations arising therefrom. In this Supplemental Policy the CCPA, CPA, CDPA, DPDPA, Indiana DBR, Iowa DBR, MCDPA, NHAREP, NJPA, OCDPA, TIPA, TDPSA, UCPA, and VCDPA are referred to collectively as the “State Privacy Laws.”

This Supplemental Policy is incorporated into and is a part of the Utorify Privacy Policy.

This Supplemental Policy describes the practices of the Company regarding the collection, use, and disclosure of Personal Information and provides instructions for submitting data subject requests. Some portions of this Supplemental Policy apply only to consumers of particular states, and we have indicated where those portions are state-specific.

If you are unable to review or access this Supplemental Policy due to a disability, you may contact us at [email protected] to access this Supplemental Policy in an alternative format.

1. DEFINITIONS SPECIFIC TO THIS SUPPLEMENTAL POLICY

“Consumer” means a natural person who resides in California, Colorado, Connecticut, Delaware, Indiana, Iowa, Montana, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah or Virginia and to whom we offer information, goods, or services. For purposes of this Supplemental Policy, this term includes natural persons who reside in California and engage with us (i) as part of business-to-business transactions, or (ii) as employees, job applicants, officers, directors, or independent contractors. Under certain of the State Privacy Laws the term does not include an individual acting in a commercial or employment context.

“Disclosed for a Business Purpose” means, with respect to a Consumer’s Personal Information, that the Personal Information is disclosed by us to a Third Party or Vendor, for our operational purposes, or for the operational purposes of the Third Party or Vendor, where such operational purposes may include data auditing, data security, debugging, nonpersonalized advertising, research for technological development, improving and upgrading our services, maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing analytic services, providing storage, or providing similar services on behalf of our business.

“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household. Personal Information includes “personal data” as that term is defined in the State Privacy Laws. Personal Information also includes “Sensitive Personal Information,” as defined below. Personal Information includes pseudonymous data when the data is applied with other information that reasonably links the data to an identified or identifiable individual. “Pseudonymous data” means any information that cannot be attributed to a specific individual without the use of additional information, provided that the additional information is kept separately and is subject to appropriate technical and organizational measures to ensure that the personal data is not attributed to an identified or identifiable individual.

“Sensitive Personal Information” means Personal Information that reveals a Consumer’s: (1) social security, driver’s license, state identification card, or passport number; (2) account log-in name or number, financial account number, debit card number, or credit card number in combination with any required security or access code, password, or credentials allowing access to the individual’s account; (3) precise geolocation; (4) racial or ethnic origin; (5) religious beliefs; (6) union membership; (7) contents of email or text messages, unless we are the intended recipient; (8) genetic data; (9) biometric information used to uniquely identify the Consumer, (10) citizenship or immigration status, (11) health, sex life, or sexual orientation, (12) transgender or non-binary status, or (13) status as a victim of crime. Sensitive Personal Information also includes “sensitive data” as that term is defined in the State Privacy Laws.

“Shared” means, with respect to a Consumer’s Personal Information, that the Personal Information is shared, rented, released, disclosed, disseminated, made available, transferred, or otherwise communicated orally, in writing, or by electronic or other means, by us to a Third Party for cross-context behavioral advertising.

“Third Party” means a person or organization which is not a Consumer, Vendor, or an entity owned or controlled by us and as defined by the State Privacy Laws.

“Vendor” means a “contractor,” “processor,” or “service provider,” which collects, stores, or otherwise handles data for us, as those terms are defined in the State Privacy Laws.

Other terms used in this Supplemental Policy may be defined under the State Privacy Laws, and they shall have the meanings described in those statutes. If there are variations between such definitions in different laws, you will be covered by the definition that applies in your state. For example, if you are a Virginia consumer, terms defined in the VCDPA shall apply to you if they are used in this Supplemental Policy.

2. THE PERSONAL INFORMATION WE COLLECT AND DISCLOSE

The chart below shows the categories of Personal Information that we have collected about Consumers in the preceding 12 months; examples of Personal Information in each category; the types of sources from which each category of Personal Information is collected; the Business Purposes for which each category of Personal Information is collected and Disclosed; and the types of Vendors or Third parties to or with whom each category of Personal Information is Disclosed for a Business Purpose.

As this chart shows, we may Disclose certain Personal Information to Third Parties or Vendors for Business Purposes. We do not sell or Share (as defined in Section 1 above) your Personal Information with Third Parties.

A. SENSITIVE PERSONAL INFORMATION WE COLLECT AND DISCLOSE

We will not collect any category of Personal Information (including Sensitive Personal Information) that is not listed above, or use or Disclose any Personal Information (including Sensitive Personal Information) for a Business Purpose not listed above, without first providing you with notice.

3. RETENTION OF DATA

We intend to retain each category of Personal Information described above only for as long as necessary to fulfill the purpose for which it was collected, or a related and compatible purpose consistent with the average Consumer’s expectations, and to comply with applicable laws and regulations. We consider the following criteria when determining how long to retain Personal Information: why we collected the Personal Information; the nature of the Personal Information; the sensitivity of the Personal Information; our legal obligations related to the Personal Information; and risks associated with retaining the Personal Information.

4. YOUR RIGHTS TO YOUR PERSONAL INFORMATION

California, Colorado, Connecticut, Delaware, Indiana, Iowa, Montana, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah and Virginia Consumers have certain rights with respect to the collection and use of their Personal Information. Those rights vary by state. As required by the CCPA, we provide detailed information below regarding the data subject rights available to California Consumers. Colorado, Connecticut, Delaware, Indiana, Iowa, Montana, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah and Virginia Consumers have similar rights and can find more detail by referencing the CPA, CDPA, DPDPA, Indiana DBR, Iowa DBR, MCDPA, NHAREP, NJPA, OCDPA, TIPA, TDPSA, UCPA, or VCDPA, as applicable.

You have the right to request certain information regarding the Personal Information we have collected about you. You may make such a request up to twice in a 12-month span. Please note that there are circumstances in which we may not be able to comply with your request, including when we cannot verify your request or when there is a conflict with our own obligations to comply with other legal or regulatory requirements. We will notify you following submission of your request, if this is the case.

A. RIGHT TO RECEIVE INFORMATION ON PRIVACY PRACTICES

You have the right to receive the following information at or before the point of collection:

• The categories of Personal Information to be collected;
• The purposes for which the categories of Personal Information are collected or used;
• Whether or not that Personal Information is sold or shared with Third Parties or disclosed to Vendors;
• If the Company collects Sensitive Personal Information, the categories of Sensitive Personal Information to be collected, the purposes for which it is collected or used, and whether that information is sold or Shared;
• The length of time the Company intends to retain each category of Personal Information, or if it is not possible to provide the exact period, then the criteria used to determine that period;
• Confirmation that we are or are not processing your Personal Information;

We have provided such information in this Supplemental Policy, and you may request further information about our privacy practices by [email protected] as at the contact information provided below.

B. RIGHT TO KNOW AND RIGHT TO ACCESS

You have the right to request certain information we have collected about you. You have the right to request:

• Specific pieces and categories of Personal Information we collected about you;
• The categories of sources from which Personal Information was collected;
• The purposes for which Personal Information was collected, Shared, sold, or processed;
• The categories of Personal Information we Shared, sold or Disclosed for a Business Purpose; and
• The categories of Vendors or Third Parties with whom we Shared or sold Personal Information or Disclosed Personal Information for a Business Purpose.

C. RIGHT TO DELETE

You have the right to request that we delete certain Personal Information that we have collected.

D. RIGHT TO CORRECT

You have a right to request that we correct any inaccurate Personal Information we may retain about you.

E. RIGHT TO OPT OUT OF THE SALE AND SHARING OF YOUR PERSONAL INFORMATION

You have the right to opt out of the sale and Sharing of your Personal Information with Third Parties, and the right to opt out of the processing of Personal Information for targeted advertising purposes, as defined in the State Privacy Laws.

As mentioned above, we do not sell or Share (as defined in Section 1 above) your Personal Information with Third Parties. We also do not have actual knowledge that we sell or Share Personal Information of Consumers under 16 years of age. However, this section allows you to record your preference that we not sell or Share your Personal Information with Third Parties in the future.

If you would like to request that we do not share your Personal Information pursuant to the requirements of the CCPA, click here. The link will take you to an interactive webform that you can complete and submit to make a request to opt out.

If you use an authorized agent to submit your request to opt out, we will request that the agent provide us with proof that he, she, or it has been authorized by you to act on your behalf. The CCPA requires you to provide the authorized agent written permission to exercise your rights under the CCPA.

If you opt out of the sharing of your Personal Information, we will wait at least 12 months before asking you if we may share your Personal Information. You have the right to opt in to the sharing of your Personal Information after you have opted out. If you would like to opt in to the sharing of your Personal Information, please email us at [email protected]. Opting in is a two-step process in which you will first clearly request to opt in, and then separately confirm that choice.

Global Privacy Control (“GPC”) is a setting that you can enable in your web browser to communicate your privacy preference for not having certain information about your webpage visits collected across websites. For more details, including a description of how to turn on GPC, visit https://globalprivacycontrol.org/. Our Site recognizes and responds to GPC signals.

F. RIGHT TO LIMIT THE USE OF YOUR SENSITIVE PERSONAL INFORMATION

You have the right to instruct us to limit the use and disclosure of your Sensitive Personal Information to only that which is necessary to perform the services or provide the goods reasonably expected by an average Consumer or for specific business purposes defined by applicable law. However, we do not use Sensitive Personal Information for purposes beyond those authorized by the CCPA. We will not process your Sensitive Personal Information without your prior affirmative consent, which you may then revoke at any time.

G. RIGHT TO NON-DISCRIMINATION

You have a right to exercise the above rights, and we will not discriminate against you for exercising these rights. If you are an employee, job applicant, or independent contractor of the Company, we will not retaliate against you for exercising your rights under the CCPA. Please note that a legitimate denial of a request to access, delete, or opt out is not discriminatory, nor is charging a fee for excessive or repetitive requests, as permitted by the CCPA.

H. HOW TO EXERCISE YOUR RIGHTS

If you would like to make any of the data subject requests listed above, please email us at [email protected]. When you submit a request to exercise your data subject rights, we may ask you to provide information that will enable us to verify your identity. Please see Section 5 (“Verification Process”) below. The level of verification will depend on the request being submitted. Subject to Section 5 (“Verification Process”) below, you may designate an authorized agent to exercise your data subject rights on your behalf.

I. RIGHT TO APPEAL

If the Company denies any of the data subject requests listed above for any reason, we will explain the justification for the denial. You have the right to appeal our decisions about your data subject requests. If you would like to appeal a decision regarding your data subject requests, please email us at [email protected]. Please state that your request is an “Appeal,” and describe the date and nature of your original request. Following such an appeal, we will promptly inform you of any action taken or not taken in response to the appeal.

5. VERIFICATION PROCESS

When you submit a request to exercise your data subject rights, we may ask you to provide information that will enable us to verify your identity.

You may designate an authorized agent to exercise your data subject rights on your behalf. If your authorized agent does not have a power of attorney pursuant to state law in your state of residence, then we may require your authorized agent to provide proof that you have given the agent signed permission to submit the request, and we may also require you to either: (i) verify your own identity directly with us, or (ii) directly confirm with us that you have provided the authorized agent permission to submit the request.

We may deny a request from an authorized agent on your behalf if the authorized agent does not submit proof that he, she, or it has been authorized by you to act on your behalf if we request such proof.

6. ADDITIONAL CALIFORNIA PRIVACY RIGHTS

Residents of the State of California, under certain provisions of the California Civil Code, have the right to request from companies conducting business in California a list of all third parties to which the company has disclosed certain personally identifiable information, as defined under California law, during the preceding year for third-party direct marketing purposes. You are limited to one request per calendar year. In your request, please attest to the fact that you are a California resident, and provide a current California address for our response. You may request the information in writing at:

Attn.: Privacy Policy
Polymath Inc.
2939 Crockett St. Apt 538S
Fort Worth, TX 76107

7. CHANGES TO OUR SUPPLEMENTAL POLICY

This Supplemental Policy is current as of the Effective Date set forth in the Utorify Privacy Policy. We may change this Supplemental Policy from time to time at our sole discretion. To let you know when we make changes to this Supplemental Policy, we will amend the Effective Date. The new modified or amended Supplemental Policy will apply from that new Effective Date, so please be sure to check back periodically. Your continued use of the Site after any change to this Supplemental Policy will constitute your acceptance of the changes. The Company will not use your personally identifiable information, in a manner that is materially different from what was stated at the time it was collected, without your consent.

8. CONTACT US

If you have any questions regarding this Supplemental Policy, or our practices regarding the collection, use, disclosure, sale, sharing, and retention of Personal Information, you may send an email to [email protected] or write to:

Attn.: Privacy Policy
Polymath Inc.
2939 Crockett St. Apt 538S
Fort Worth, TX 76107

Last Updated: June 27, 2024.

Copy Right Compliance Policy

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. We will terminate a user’s access to and use of the Site if, under appropriate circumstances, the user is determined to be a repeat infringer of our or another party’s copyrights or other intellectual property rights.

If you believe that your intellectual property is being used on the Site in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• 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;
• 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;
• Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims.

Any information or correspondence that you provide to us may be shared with third parties, including the person who provided us with the allegedly infringing material.

Upon receipt of a bona fide infringement notification by the Designated Agent, it is our policy to remove or disable access to the infringing material, notify the user who posted the material that we have removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to and use of the Site.

If you believe that your content should not have been removed for alleged copyright infringement, you may send our Designated Agent a written counter-notice with the following information:

• Identification of the copyrighted work that was removed, and the location on the Site where it would have been found prior to its removal;
• A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
• Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party, informing that person that we may replace the removed material or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, in our discretion.