TERMS OF USE

DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 OR GO TO YOUR LOCAL HOSPITAL EMERGENCY ROOM.

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER, IMMEDIATELY CALL ONE OF THE EMERGENCY SERVICE NUMBERS LISTED HERE AND NOTIFY THE RELEVANT AUTHORITIES.

Effective Date: March 17, 2024

Please read the following terms carefully.

BY ACCESSING, USING OR REGISTERING WITH THE WEBSITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF USE AND THAT YOU ARE BOUND BY THEM. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE TERMS OF USE, THEN YOU DO NOT HAVE PERMISSION TO REGISTER FOR ANY SESSIONS ON THE WEBSITE AND YOU SHOULD NOT CHECK THE BOX REPRESENTING THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. YOUR USE OF THE WEBSITE, AND KOOMBA’S PROVISION OF THE WEBSITE TO YOU CONSTITUTES AN AGREEMENT BY KOOMBA AND BY YOU TO BE BOUND BY THESE TERMS OF USE.

NO EMERGENCY SERVICES. YOU ACKNOWLEDGE THAT YOU CANNOT CONTACT EMERGENCY SERVICES THROUGH THE WEBSITE. IN THE EVENT OF AN EMERGENCY, PLEASE DIAL 911 ON YOUR TELEPHONE OR CONTACT YOUR LOCAL EMERGENCY ROOM OR OTHER FIRST RESPONDERS.

ARBITRATION NOTICE AND CLASS ACTION WAIVER.     Except for certain kinds of disputes described in the “Disputes” section below, you agree that disputes arising under these Terms of Use will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Koomba Inc. (“Koomba”, “Company,” “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, including our Privacy Policy, attached hereto as Exhibit A (together, the “Terms of Use”), govern your access to and use of the Koomba Platform, including any content or other Output (defined below), functionality or service offered on or through the Koomba or website, at https://www.Koomba.co (the “Website”) The Website and Koomba’s services provided through the Website shall collectively be referred to herein as the “Platform.” These Terms of Use are a legally binding contract between you and Koomba regarding your access to and use of the Platform.

Facilitators

The Platform allows you to access group support services. These services are provided by mental health professionals (the “Facilitators”) in a group setting. The Facilitators are retained by Koomba. Each Facilitator is a board certified and/or licensed and insured professional.

In order to receive approval to conduct group support services on the Platform, the applying Facilitator must go through a verification process which includes, but is not limited to:

- Verification that the Facilitator holds a valid, current license to practice or is certified by an accredited board which is verified directly from the state license agency or board in which they belong.

The Facilitator is also required to be bound by a unified set of rules imposed by Koomba governing their conduct of group support under the Platform.

Your relationship with the Facilitator is strictly with the Facilitator. Koomba is not involved in the Facilitator-user relationship and does not interfere, validate or control the Facilitator’s session unless advocating on behalf of you when following up on a particular complaint. You are always advised to exercise a high level of care and caution in the use of facilitators as you would by making any mental health decision. You should never disregard, avoid or delay obtaining medical advice from your primary doctor or other qualified healthcare providers. Neither Koomba or the Platform are suitable for or intended to replace traditional face-to-face appointments with your primary medical health care provider.

The Facilitators are independent providers who are neither our employees nor agents nor representatives. While we hope the services provided in sessions are beneficial to you, you understand, agree and acknowledge that they may not be the appropriate solution for everyone’s needs and that they may not be appropriate for every particular situation and/or may not be a complete substitute for a face-to-face examination and/or care in every particular situation.

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER (911 IN THE US) AND NOTIFY THE RELEVANT AUTHORITIES. SEEK IMMEDIATE IN PERSON ASSISTANCE. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND THE FACILITATORS CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.

THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS REQUIRING AN IN-PERSON EVALUATION AND YOU SHOULD NOT USE IT IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT NOT LIMITED TO, COURT-ORDERED COUNSELING OR EMOTIONAL SERVICE DOG CERTIFICATION. IT IS ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE WEBSITE AND NOTIFY US AT HELLO@KOOMBA.CO

DO NOT DISREGARD, AVOID OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE WEBSITE.

Who Can Use the Platform

The Platform is available to and intended for users who meet all of the following conditions:

• Users must be 13 years of age or older. We do not knowingly collect any information from anyone under the age of 13, and the Platform is not intended for anyone under the age of 13. Users under 18 years of age (or the age of legal majority where the user lives) may only use the Platform under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to the Platform.

By using the Platform, you represent and warrant that meet all of the foregoing eligibility requirements or if you do not meet all of these requirements, you accept that any claim or liability that arises from your use of the Platform is solely and exclusively your responsibility.

Changes to the Terms of Use

We may revise and update these Terms of Use (including the Privacy Policy) from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. If we make any material changes, we will notify you by email (sent to the email address specified in your account) or by means of notice on the Platform prior to the change becoming effective. However, any changes to the dispute resolution provisions set out in the “Disputes” section below will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. Although we will use commercially reasonable efforts to notify you when these Terms of Use are updated, you are expected to check this page frequently so you are aware of any changes, as they are binding on you regardless of whether we have been able to provide other forms of notice to you.

About the Platform

THE PLATFORM DOES NOT PROVIDE TELEHEALTH OR TELEMEDICINE SERVICES. THE PLATFORM PROVIDES SERVICES INTENDED TO PROMOTE COMMUNITY-ORIENTED SUPPORT AND SUPPLEMENT EMOTIONAL WELLBEING AND MANAGEMENT NEEDS. YOU SHOULD NOT USE OUR SERVICES IN AN EMERGENCY. If you think you have an emergency, call 911 or your local emergency number immediately.

We Do Not Provide Medical Advice; Other Important Disclaimers

From time to time, the Platform may include content, text, data, graphics, images, photographs, audio, video, information, suggestions, guidance and other materials including, without limitation, outputs provided by third parties and outputs provided in direct response to your inputs (“Outputs”). Outputs do not constitute and are not intended for use as or as a substitute for, medical advice, diagnosis or treatment. The Outputs are not personalized to you and do not diagnose any condition you may or may not have. You should always talk to a qualified medical provider about any questions you may have about a medical condition, symptoms or your health. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding your symptoms, health or a medical condition, and before starting, stopping or modifying any treatment, medication or care plan or making any other medical decisions. Any decisions you make affecting your health should always be made in consultation with a medical provider.

We do not warrant the accuracy, completeness, or usefulness of any Outputs or other information presented on or through the Platform. 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 Platform, or by anyone who may be informed of any of its contents or other Outputs.

Outputs provided by third parties, third-party licensors, aggregators and/or reporting services are solely the opinions and the responsibility of the person or entity providing those materials. 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.

Accessing the Platform and Account Security

You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all users or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions. The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times. You acknowledge that technical or security threats or issues affecting the Infrastructure may require us to suspend our services in order to ensure they are secure and/or operating optimally.

You are responsible for making all arrangements necessary for you to have access to the Platform. Our services are accessed remotely using the internet, data networks and devices which can access the internet and which can operate the Platform (“Infrastructure”). We make the Platform available for access using Infrastructure, but are not responsible for Infrastructure ourselves. If you wish to use the Platform, you should ensure you have an internet-enabled device and a sufficient internet connection available.

You are responsible for ensuring the security of the Infrastructure you use to access the Platform. We strongly recommend that if you are using a wireless network to access the Platform, you avoid use of public wi-fi facilities in favor of a personal wi-fi connection, and that the wireless network is secured with at least WPA-2 security. We recommend that the device from which you access the Platform is password protected, set to lock after a short period of inactivity, and protected with suitable anti-virus and anti-malware software.

From time to time, updates to the Platform may be made available to you.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. Koomba may contact you by telephone, mail or email to verify your Koomba account information. Koomba may request further information from you and you agree to provide such further information to ensure you have not fraudulently created your Account.

If you choose, or are provided with, a username, 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 agree not to provide any other person with access to the Website using your user name, password or other security information. You agree to notify us immediately at hello@koomba.co of any unauthorized access to or use of your username 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 device so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Platform, which includes the Website’s entire contents and other Outputs, features, and functionality (including but not limited to all information, features, software, text, displays, images, video, and audio, and the design, selection and arrangement thereof), is owned by the Company, its licensors or other providers of such material and protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

•Your mobile device or PC may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

Except and solely to the extent such a restriction is impermissible under applicable law, you must not:

• Reproduce, distribute, publicly display or publicly perform the Platform

• Make modifications to the Platform.

• Interfere with or circumvent any feature of the Platform, including any security or access control mechanism.

• Reverse engineer or decompile any part of the Platform or any services or materials available through the Platform, attempt to do so, or assist anyone in doing so.

• Access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.

• Use the Platform if you are prohibited under applicable law from doing so.

• Engage in any other use or activity that violates any applicable law, intellectual property, privacy or other rights, or that would otherwise give rise to liability.

No right, title or interest in or to the Platform, which includes any content on the Platform or other Output, is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate intellectual property, copyright, trademark, and other laws.

Notwithstanding any of the above:

• To the extent any component of the Platform may be offered under an open-source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms.

• You may communicate information provided through the Platform to your therapist, provided you do not remove or obscure any notices regarding intellectual property rights.

You agree that your use of the Platform will not intentionally infringe or facilitate infringement on any copyright, patent, trademark, trade secret or other proprietary, publicity or privacy rights of any party, including such rights of third parties. Koomba maintains the right to delete any information provided by you that it deems fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Platform (“Feedback”), then you hereby grant Koomba an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Platform and create other products and services.

User Content

Certain features of the Platform may permit you to upload content to the Platform, including descriptions of symptoms and emotions and other types of works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Platform.

By providing User Content to or via the Platform, you grant us a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify and distribute your User Content in connection with providing the Platform to you and improving the Platform and Koomba’s other products and services.

Koomba disclaims all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content to others via the Platform.

Koomba does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Platform by its users. You acknowledge and agree that Koomba reserves the right to, and may from time to time, monitor all information transmitted or received through the Platform for operational and other purposes. If at any time Koomba chooses to monitor the content, Koomba still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied and used, all in compliance with our Privacy Policy.

Trademarks

The Company name (“Koomba”), the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company, its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

• 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 US or other countries).

• On a device that has had its operating system compromised by the process of Jailbreaking (Apple iOS) or Rooting (Android), which may result in the security of your personal data being compromised.

• 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.

• To send, knowingly receive, upload, download, use or reuse any material that does not comply with these Terms of Use.

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation.

• To impersonate or attempt to impersonate another user or any other person or entity, or to access any other user’s account through the Platform.

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.

• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

• Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

• Use any device, software or routine that interferes with the proper working of the Platform.

• Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform.

• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempt to interfere with the proper working of the Platform.

Conduct Relating to your Group Session

When you sign up for and attend our group sessions, certain standards of conduct must be followed in order that all attendees (each, a “group member”) get the full benefit of the sessions and their privacy and other rights be respected. Each of the Facilitators have agreed to the following rules of conduct in and following group sessions:

1. Confidentiality

Everything in the group session must remain confidential. What is said in group, stays in group! Specifically, you are not permitted to discuss or divulge, orally or in print, anything related to the identity of another group member or anything that occurred in group with respect to another group member. But you are free to discuss your own experience in the group session, the quality and name of the group leader and the nature of the group interchange and the ease of access to the group session.

2. Privacy (The Stop Rule)

No group member is ever required to answer any question, to participate in any activity or to tell anything.

3. Dignity; Timeliness; Camera

Members are expected to treat all fellow group members with respect and refrain from any acts that may cause shame, embarrassment or minimize the experiences of other members. *

Members are expected to log in on time and remain for the entire session. Members should not respond to any messaging during a session.

As a sign of respect for other members in your session, members are expected to turn on their cameras and keep them on for the duration of their session unless there is a technical difficulty that prevents them from doing so.

* If you are a threat to yourself or others (showing suicidal or homicidal intent), your Facilitator(s) may need to report your statements and/or behaviors to family, your therapist or other appropriate mental health or law enforcement professionals in order to keep you and others safe.

4. Violence or Intimidation; Alcohol and Drugs

Violence or intimidation toward other group members, as well as shouting and profanity, are never tolerated. Members should take turns speaking and not talk over one another. Group members should respect the rights of others to express their opinions.

Group members should not attend the group under the influence of alcohol or drugs.

Communications

When you use the Platform or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices, alerts, prompts, information fields or other information through the Platform.

You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

Children

The Platform is not intended for children under the age of 13. If you are under 13 years of age, please do not use or access the Platform at any time or in any manner.

Monitoring and Enforcement; Termination

We have the right to:

• Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.

• Terminate or suspend your access to all or part of the Platform for any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully 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 Platform. YOU WAIVE AND AGREE TO HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PERSONS IN CONNECTION WITH INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

We cannot review all User Content before it is submitted on the Platform and cannot ensure prompt removal of objectionable User Content after it has been submitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by you. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Changes to the Platform

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

Information About you, your Location, and your Visits to the Platform

You agree that we may collect, use and share your personal information in connection with providing you the Platform and related services. By using the Platform or any of the services, you consent to us collecting and using technical information about the devices and related software, hardware and peripherals for services that are internet-based or wireless to improve our products and to provide any services to you.

Certain services may make use of location data sent from your devices. For information about how to turn off this functionality, please consult the location services settings for the Platform on your device. If you do not turn off this functionality, you consent to our transmission, collection, maintenance, processing and use of your location data and queries to provide and improve location-based services.

Posting on Websites

You must not:

• Cause the Platform or portions of either to be displayed on, or appear to be displayed by, any website, for example, framing, deep linking or in-line linking.

• Otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

Third Party Terms

If the Platform contains links to or otherwise provides access to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites or resources linked to or otherwise accessible via the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such sites or resources.

Koomba may provide tools through the Platform that enable you to export information to third party services. By using one of these tools, you agree that Koomba may transfer that information to the applicable third party service. Third party services are not under Koomba’s control, and, to the fullest extent permitted by law, Koomba is not responsible for any third party service’s use of your exported information.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the Platform 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. TO THE FULLEST EXTENT PROVIDED BY LAW, 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THROUGH ANY SITES OR RESOURCES LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, OUTPUT AND ANY SERVICES OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, OUTPUT AND ANY SERVICES OBTAINED THROUGH THE PLATFORM  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 PLATFORM, ITS CONTENT, OUTPUT OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OUTPUT OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, 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 PARTICULAR PURPOSE.

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

Limitation on Liability

YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE FACILITATORS’ SERVICES OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY FACILITATOR AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY CONTENT ON OR OUTPUT OF THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE PLATFORM OR ANY CONTENT ON OR OUTPUT OF THE PLATFORM.

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU THROUGH THE PLATFORM IN THE 3 MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM.

THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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 Platform, including, but not limited to, your User Content, any use of the Platform’s content or other Output, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.

Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall, subject to the arbitration provision below, be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Disputes

In the interest of resolving disputes between you and Koomba in the most expedient and cost effective manner, you and Koomba agree that every dispute arising in connection with these Terms of Use will be resolved by binding arbitration, except that nothing in these Terms of Use will be deemed to waive, preclude or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising from or relating to any aspect of these Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Use. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND KOOMBA IS EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Any arbitration between you and Koomba will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Koomba. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Koomba’s address for Notice is: 21 Callaway Cir Albany, NY 12211-2639

. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Koomba may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Koomba must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Koomba in settlement of the dispute prior to the award, Koomba will pay you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

If you commence arbitration in accordance with these Terms of Use, Koomba will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Koomba for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

YOU AND KOOMBA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Koomba agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

If any provision in this section is found to be valid or unenforceable, all other provisions in this section will remain valid and enforceable, except that if the preceding paragraph is found to be unenforceable or if the entirety of this section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the jurisdiction and venue described in the preceding section will govern any action arising out of or related to these Terms of Use.

If Koomba makes any future change to the arbitration provisions in this section, other than a change to Koomba’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Koomba’s address for Notice of Arbitration, in which case your account with Koomba will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Limitation on Time to File Claims

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out 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 is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Assignment of Rights

The agreement for our services is between you and us, and no other party. There are no intended third party beneficiaries of this agreement.

You may not assign or transfer your rights or obligations under these Terms of Use without our prior written consent. We may assign our rights and obligations under these terms to another organization, but this will not affect your rights under these Terms of Use.

Entire Agreement

The Terms of Use constitute the sole and entire agreement between you and Koomba regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

Your Comments and Concerns

You can always give us feedback by contacting us at hello@koomba.co. If you have a complaint about our services, we would like to resolve it as soon as possible. Please tell us about your complaint as soon as you can so that we can do this. We may ask you for certain details about you and your complaint in order to address it. Please provide these as soon as you can so that we can resolve your complaint quickly.

All other comments, requests for technical support, and other communications relating to the Platform should be directed to: hello@koomba.co

This Platform is operated by Koomba Inc. with a registered address at 21 Callaway Cir, Albany, NY 12211-2639

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