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TERMS OF USE

Last Updated: December 1, 2017

  1. General Information

A. Agreement to Terms

These Terms of Use are a legally binding agreement between you ("you," "your," or "User"), and Patchr, Inc. ("Patchr," "we," "us" or "our"). The following terms and conditions (the "Terms") govern your access and use of this website located at https://patchr.io (the "Site"), the Patchr Platform and the Platform Services (defined below).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SITE OR PLATFORM SERVICES. By accessing or using the Site OR PLATFORM SERVICES, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). YOU AGREE THAT BY ACCESSING OR USING THE SITE OR PLATFORM SERVICES, YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITE OR PLATFORM SERVICES.

These terms contain a dispute resolution and arbitration provision (Section 8.F.), including class action waiver that affects your rights under these terms and with respect to disputes you may have with patchr. You may opt out of the binding individual arbitration and class action waiver as provided below.

You also agree to any additional terms and conditions provided by Patchr that are specific to Platform Services you use and shall include, but are not limited to, a Privacy Policy (collectively, "Additional Terms") and are all hereby incorporated into these Terms by reference. The Additional Terms shall prevail with respect to the subject matter of such Additional Terms if there is any conflict between the Additional Terms and these Terms.

B. Revisions

Please note that we reserve the right, in our sole discretion, to make modifications or changes to these Terms, any Additional Terms, or Privacy Policy, at any time with notice that we deem to be reasonable in the circumstances (each a "Revised Version"). We will provide you with notice of such changes by posting the Revised Version on the Site, communicating it to you through the Platform Services, or by other reasonable means selected by us.

We will also update the "LAST UPDATED" date at the top of a Revised Version. The Revised Version will be effective as of the time it is posted for both new and existing users of the Site. By your continued use of the Site and Platform Services after the posting of a Revised Version, you will be subject to, and will be deemed to have been made aware of and to have accepted the changes in any Revised Version.

C. Age Restrictions.

You must be at least thirteen (13) years of age to use the Site or Platform Services. If you are not at least thirteen (13) years old, you are not allowed to use the Site or Platform Services at any time or in any manner, or submit any information to Patchr or the Site. You acknowledge and agree that you are at least thirteen (13) years of age or older, and, if under the age of eighteen (18) (a "Minor"), you are using the Site and/or Platform Services with the consent of your parent or legal guardian and that you have received your parent's or legal guardian's permission to use the Site or Platform Services and agree to these Terms and Additional Terms. If you are the parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and Additional Terms and to fully indemnify and hold harmless Patchr if the Minor violates any of the Terms or Additional Terms.

D. Privacy Policy.

We care about data privacy and security. Patchr's privacy policy (the "Privacy Policy") explains how we collect, use, and protect the information you provide to us when you create a Patchr Account and use our Site and Platform Services. By using and submitting information through the Site and/or Platform Services, you agree to be bound by our Privacy Policy, which is located at [URL] and is hereby incorporated into these Terms by reference.

2. Patchr Platform; Provision of Platform Services.

As used in these Terms and Additional Terms, the following terms have the meanings set forth in this Section 2: "Patchr Platform" means the proprietary, Web-based software and related technology used by Patchr to provide the Platform Services. "Platform Services" means the online application services that are ordered by you and made available by us in a software-as-a-service model via the Patchr Platform pursuant to a subscription plan (defined below).

From time to time, Patchr may allow you to try certain products or services that are not generally available to customers ("Beta Services"). Beta Services will be clearly designated as beta, pilot, limited release, preview, non-production or similar designation. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Patchr reserves the right, in Patchr's sole discretion, to discontinue Beta Services at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BETA SERVICES ARE PROVIDED AT YOUR SOLE RISK, "AS-IS" AND WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND.

3. Using the Site and Platform Services.

A. Account Registration.

In order to use the Platform Services and access certain features of the Site, you must register and create an account with us (a "Patchr Account"). By registering for a Patchr Account, whether as an individual, corporation, or other legal entity, you become a "User." The rights, privileges, and features provided to a User depend on your subscription plan, which can be found on our [Pricing page]. A Patchr Account is personal to a User and non-transferable. During registration, we will ask you for certain information, including your name, email address, password, and other personal information. If your Patchr Account requires payment based on the subscription plan you selected, you may be required to provide payment information which will be collected and stored by our third-party payment processor, and not Patchr. The registration and other information that you provide is subject to our Privacy Policy (https://patchr.io/privacy.html), which is incorporated by reference into these Terms.

B. Account Responsibilities.

You represent and warrant that: (1) any information you provide in connection with your use of the Site and/or Platform Services is and shall remain accurate, complete, and up to date; and (2) you will regularly maintain the accuracy of such information and promptly update such information as necessary. We reserve the right to suspend or terminate the Patchr Account and any and all current or future use of the Site and/or Platform Services (or any portion thereof) if you provide any information that is or becomes obsolete, inaccurate, incomplete, or fails to comply with the account registration requirements.

C. Usernames and Passwords.

You are fully responsible for maintaining the confidentiality of your Patchr Account user name and password and for all activities under your Patchr Account. You agree to keep any password you use to access the Site confidential, to not transfer your password or user name, or lend or transfer your use of or access to the Site and Platform Services to any third party. You agree to notify us of any unauthorized use, or suspected unauthorized use, of your Patchr Account or any other breach of security related to your use of the Site and Platform Services. We will not be liable or responsible for any damages or losses from your failure to keep your password confidential or complying with any of the foregoing obligations.

D. License.

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

E. Ownership.

Excluding any User Content that you may provide (defined in Section 5), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Patchr Platform and the Platform Services and their content are owned by Patchr and/or Patchr's third party licensors. Neither these Terms (nor your access to the Site or Platform Services) transfers to you or any third-party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.D., Patchr and its third-party licensors and suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

F. Certain Restrictions.

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

G. Modifications.

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

H. No Support or Maintenance.

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

4. Subscriptions.

A. Subscription Plans.

We offer different subscription plans based on whether you are an individual or enterprise. If you are an enterprise, you may sign up for a subscription plan for your enterprise's employees, members, contractors, or other individuals you choose to invite (each an "Enterprise Member"). You have the option to choose from the subscription plans applicable to you or your enterprise by signing up through the (Pricing page) or by going to your Patchr Account settings and selecting a subscription plan. You can review the fees and features of your current subscription plan at any time by checking your Patchr Account settings. You may not sign up for more than one free subscription plan or free trial.

You may adjust your subscription plan at any time, including adding Enterprise Members or upgrading or downgrading subscription plans; but, you will not receive a refund from Patchr for those fees already paid. If you choose a subscription plan with a set number of Enterprise Members included, and you increase the number of Enterprise Members above that set number, you will be charged on your monthly renewal date for those additional Enterprise Members pro rata based on the date they joined in the prior month. You will also be charged for the set subscription plan plus these additional Enterprise Members at that renewal date and going forward until you make further adjustments to your subscription plan.

If you select a subscription plan that has a set number of Enterprise Members included in it and you remove Enterprise Members from the subscription plan, any pricing adjustment will take effect on that subscription plans renewal date, and you will not be entitled to a refund or credit for any partial month that an Enterprise Member is not on the subscription plan.

B. Fees.

Your free or paid Patchr subscription plan will automatically continue (month-to-month for a Paid Subscription, year-to-year in the case of an annual Paid Subscription), unless and until you cancel your subscription plan or we terminate it. You agree to pay all applicable fees for the Paid Subscription plan you select which are described on the [Pricing page] or as otherwise communicated on the Site or by Patchr. All payments must be made in U.S. Dollars. You must provide us with a current, valid accepted method of payment (as it may be updated from time to time, "Payment Method") in order to purchase and use a Paid Subscription. By providing a Payment Method, you authorize Patchr and its third-party payment processor to charge the applicable fees (as well as any taxes and other charges incurred) on that Payment Method at regular intervals, all of which depend on the subscription plan you selected. You also agree that we may invoice you for any unpaid fees.

Without limiting our other rights or remedies, we may downgrade your account from a Paid Subscription to a free subscription or trial plan, at our discretion, if your payment is thirty (30) or more days late and/or your offered Payment Method cannot be processed. We shall provide ten (10) days\' written notice prior to such downgrade. Access to the functionality provided by a Paid Subscription will stop following a downgrade and you could lose your Patchr Account and your User Content. You shall be solely responsible for downloading your User Content and/or making changes to your User Content to meet the limitations of the free subscription or trial plan, as applicable, prior to such downgrade. We do not have any liability for losses resulting from any downgrade.

C. Billing.

When you sign up for a paid subscription to use the Site and Platform Services ("Paid Subscription"), we will charge your Payment Method through our third-party payment processor, for your first fee on the date that we process the order for your Paid Subscription. If you sign up for a free subscription plan, we will charge your Payment Method for your first subscription fee upon your transition to a Paid Subscription. By selecting a Paid Subscription and providing a Payment Method, you authorize us to charge you a subscription fee at the then current rate, and any other charges you may incur in connection with your use of the Site and/or Platform Services to your Payment Method.

Subscription plans must be cancelled before the applicable renewal date. Unless you cancel before the expiration of your current Paid Subscription, we will automatically renew your Paid Subscription on each monthly or yearly anniversary (depending on the subscription plan you have chosen) of the date that we charged your Payment Method for the first Paid Subscription fee and, we will charge your Payment Method with the applicable renewal Paid Subscription fee and any Taxes (defined below) that may apply to such fee payment.

If you want to cancel your subscription plan and delete your Patchr Account, you may do so at any time, for any reason, through your Patchr Account settings on the Site. However, any Paid Subscription fees charged before the effective date of cancellation will not be refunded, in whole or in part, and your Paid Subscription will continue to the end of its paid period.

We reserve the right to change the pricing for each subscription plan by revising the prices shown on the (Pricing page) or providing you with notice of any pricing changes. Also, at any time and for any reason, we can terminate any free plan or trial that you have subscribed to without notice or liability to you. We can terminate any Paid Subscription plan for any reason and without liability to you by providing you with notice that we intend to terminate your subscription plan at the end of your then-current Paid Subscription period.

D. Taxes.

Subscription plan fees are exclusive of any applicable sales, use, import or export taxes, or other taxes and duties or other amounts attributable to your use of the Site and and/or Platform Services (collectively, "Taxes"). You are solely responsible for payment of any such Taxes. If Patchr is required to pay Taxes on your behalf, you shall reimburse Patchr for all amounts paid, and you agree that Patchr may charge any such reimbursable Taxes to your Payment method.

5. User Content.

A. What is User Content; Ownership.

You maintain responsibility for and ownership of the following while using the Site and Platform Services: 1. your files, designs, models, data sets, images, documents, scripts, codes or similar material or information submitted or transmitted to, or stored or otherwise used in connection with the Site and Platform Services by you, and 2. your specific output generated by the Site and Platform Services, if any, based on any of the foregoing (collectively "User Content"). You are solely responsible for your User Content. By creating, submitting or transmitting to, posting or otherwise making your User Content available to Patchr and/or others, you acknowledge and agree that: 1. you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your User Content, 2. you will assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third-party, and 3. under no circumstances will Patchr and/or its affiliates, agents, licensors and each of their respective directors, employees, and officers be liable in any way for your User Content as you transmit or otherwise use it, including but not limited to any errors or omissions. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 5.G.). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Patchr.

B. Availability.

We will use commercially reasonable efforts to provide you with continuous access to the Site and Platform Services, and to enable you to export your User Content in Gerber file format and/or other industry standard file formats, however we do not guarantee that your User Content will be available or useable by you following the termination of your subscription plan or otherwise. Patchr is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

C. Permission.

The Platform Services enable you to specify the level at which access to and usability of your User Content is permitted to other users. You are solely responsible for establishing the appropriate level of permissions to your User Content.

D. Patchr Access.

Patchr personnel will not access User Content that you have not made publicly accessible except (1) as part of providing, maintaining, securing or modifying the Platform Services for you and/or other Users, (2) via automated tools intended to address or prevent a service, support or technical issue, (3) at your request or with your consent given to Patchr's technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, (4) in connection with legal obligations or proceedings as described below, or (5) as otherwise described in Patchr's Privacy Policy.

E. Legal Disclosure.

You agree and acknowledge that Patchr may access and disclose your User Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Patchr and/or its affiliates, agents, licensors and each of their respective officers, directors and employees, or at your request. If disclosure is made at your request, you may be responsible for the cost of compiling and providing access to such User Content.

F. Intellectual Property.

Patchr allows you to publish your User Content, including in the form of a Public File, and allows you to participate in public forums with other Users through postings. If you elect to publish a Public File or post in the forums, other Patchr users (and in some cases the general public) will be able to copy, view, and transfer or save any such content, inside or outside the Platform Services. Once published and/or posted, any such content is non-confidential.

Within a Public File, you may specify intellectual property obligations you wish to impose on Patchr Users or any other third-party who copies and otherwise proposes to use the Public File, by designating a "License" to the Public File and documenting such obligations in PDF or plain text format.

In the absence of such a license in a Public File, you will be deemed to have granted a worldwide, royalty- free and non-exclusive license to use the intellectual property contained in your Public File without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Public File, and to permit persons to whom the Public File is made available to do the same.

Notwithstanding such a tab, you hereby grant (and you represent and warrant that you have the right to grant) to Patchr a worldwide, fully paid-up, royalty free, irrevocable and non-exclusive and perpetual license to use, process, modify, transmit and distribute, reproduce, adapt publicly display and perform, publish, and otherwise use and exploit any Public File you author, solely for the purpose of displaying, distributing and otherwise promoting Patchr and/or Patchr's service offerings.

Patchr shall have no liability for any damages resulting from the use or misuse by any third-party of your published Public File or your postings. IF YOU CHOOSE TO MAKE A FILE OR FORUM POSTING AVAILABLE TO THE PUBLIC IN THESE WAYS OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE PLATFORM SERVICES, YOU DO SO AT YOUR OWN RISK.

In your use of the Platform Services, you agree to respect others' intellectual property and other rights. You agree to not upload, submit or otherwise transmit any User Content that: infringes any patent, trademark, trade secret, copyright or other proprietary right of any person or entity; or that you do not have a right to transmit under any other law or contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or other nondisclosure agreements).

Patchr shall have the right to remove any User Content you make publicly available that violates these Terms or Additional Terms or is otherwise objectionable.

G. Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy":

1. You agree not to use the Site or Platform Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or entity or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

2. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or Platform Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site or Platform Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site or Platform Services to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Platform Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or Platform Services (or to other computer systems or networks connected to or used together with the Site and/or Platform Services), whether through password mining or any other means; (vi) harass or interfere with any other user's use and enjoyment of the Site and/or Platform Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site or Platform Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or Platform Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site 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, subject to the parameters set forth in our robots.txt file).

H. Enforcement. You may not access or use the Site or Platform Services for any purpose other than that for which we make the Site and Platform Services available. We reserve the right (but have no obligation) to monitor, police, review, or remove any User Content or other information submitted by you or any other User of the Site; and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms and/or Additional Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Patchr Account in accordance with Section 8.D., and/or reporting you to law enforcement authorities.

I. Feedback. User feedback is essential to the continued improvement of Patchr's products and services. You understand that Patchr may collect information relating to your use of Patchr's products and services, including the nature and frequency of such use, and if you provide Patchr with any feedback or suggestions regarding the Site or Platform Services ("Feedback"), you hereby grant to us a royalty-free, fully-paid, worldwide, transferable, sublicenseable, irrevocable and perpetual license to use and incorporate into Patchr's products and services any suggestions, enhancement requests, recommendations, Feedback or other information provided by you relating to your use of Patchr's products and services. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

6. Third-Party Considerations; Other Users.

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

YOU AGREE THAT PATCHR WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE USER CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY OR YOUR SHARING OF PERSONAL OR SENSITIVE INFORMATION WITH SUCH THIRD-PARTY SITES. Any reference to any product, service, publication, institution, organization of any third-party entity or individual on the Site or Platform Services does not constitute or imply Patchr's endorsement or recommendation. Patchr shall not be responsible for any disclosure, modification or deletion of your account and profile information or any other information resulting from any such access by the providers of the third-party service or from the transmission of such information to such third-party service.

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

7. Proprietary Rights.

A. Copyright and Trademark Information.

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

B. Intellectual Property Infringement.

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

  1. your physical or electronic signature;

  2. identification of the copyrighted work(s) that you claim to have been infringed;

  3. identification of the material on our Site and/or Platform Services that you claim is infringing and that you request us to remove;

  4. sufficient information to permit us to locate such material;

  5. your address, telephone number, and e-mail address;

  6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

  7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Patchr is: CSC Global

Designated Agent: Corporation Service Company

Address of Agent: 251 Little Falls Drive, Willmington, DE 19808

Telephone: 302.636.5400

Email: csrcontact@cscinfo.com

8. Other Important Provisions.

A. Disclaimer of Warranties.

Your use of the Site, Platform Services, and any User Content is at your own risk. Patchr has not verified or authenticated (in whole or in part) the User Content, and it may include inaccuracies or typographical or other errors. Patchr has not verified the license terms applicable to any User Content submitted by other Users or visitors to the Site or Platform Services. We do not warrant the accuracy of timeliness of the User Content contained on the Site or Platform Services. We have no liability for any errors or omissions in the User Content, whether provided by us, its licensors or suppliers, or other Users or visitors, including but not limited to licensing information errors. You are solely responsible for determining the licensing applicable to any User Content that you choose to access and use, and for ensuring that your use of such User Content is compatible with the licenses applicable to other User Content and your proposed use of such User Content. You understand and agree that Patchr may alter and amend the Site and/or the Platform Services, as well as the content available via the foregoing, including without limitation by reducing the features or functionality available through the Site or Platform Services, and you further agree that Patchr shall have no liability to you for so altering the Site and/or Platform Service or the content available.

[THE SITE AND PLATFORM SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND PATCHR (AND OUR THIRD-PARTY LICENSORS OR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR THIRD-PARTY LICENSORS OR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.]

[SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ]

B. Limitation of Liability.

[TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PATCHR (OR OUR THIRD-PARTY LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, SEARCHING, USING, FORKING, QUERYING, COMBINING, UPLOADING OR DOWNLOADING ANY USER CONTENT OR OTHER INFORMATION TO OR FROM THE SITE. IN NO EVENT SHALL PATCHR BE LIABLE FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, EXTRAORDINARY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR PLATFORM SERVICES, EVEN IF PATCHR HAS BEEN ADVISED OR KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE OR PLATFORM SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.]{.smallcaps} Without limiting the generality of the foregoing, You agree that Patchr is not responsible for any loss arising out of, or in any way connected with: (a) delay or inability to access or use the Site and/or Platform Services; (b) reliance on any User Content or the use of suggested links, tags or User Content; (c) the transmission of any computer virus, however occurring; (d) any unauthorized access to, modification or alteration of User Content; (e) any information sent or received or not sent or received; (f) any transaction entered into through the Site or Platform Services; (g) any infringement of rights, including intellectual property rights; (h) any threatening, defamatory, obscene, offensive, harmful, inappropriate or illegal User Content or conduct of any party; (i) any User Content sent by any third-party using and/or included in the Site and/or Platform Services; (j) termination of your access to the Site or Platform Services; (k) any delays, interruptions, inaccuracies, errors, omissions or cessation of Platform Services; (l) the removal or availability of any User Content and any derivatives thereof from the Site.

For the avoidance of doubt, you acknowledge that Patchr is a provider of an interactive computer service and not a publisher under Section 230 of the Communications Decency Act of 1996, and therefore not responsible for any User's or visitor's content. If, notwithstanding the provisions of this clause, a court of competent jurisdiction holds Patchr liable in respect of any matters arising under or incidental to these Terms, PATCHR'S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE, PLATFORM SERVICES, USER CONTENT (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USING THE SITE AND PLATFORM SERVICES DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM, OR, IF NO AMOUNT WAS PAID, SUCH LIABILITY WILL BE LIMITED TO US $1,000. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. [THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR THIRD-PARTY LICENSORS OR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.]

C. Indemnification.

You agree to indemnify and hold Patchr and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, losses, damages, liabilities, and expenses, including defense costs and attorneys' fees, from any claim or demand made by any third-party due to or arising out of (a) your use of the Site and/or Platform Services or the use of the Site and/or Platform Services by any person using your username and/or password (b) your violation of these Terms or Additional Terms, including the Acceptable Use Policy, (c) your violation of applicable laws or regulations or (d) your User Content. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Patchr. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

D. Term and Termination.

Subject to this Section, these Terms will remain in full force and effect while you use the Site and/or Platform Services. We may suspend or terminate your rights to use the Site and Platform Services (including your Patchr Account) at any time, with or without cause and with or without notice, for any reason at our sole discretion, including for any use of the Site or Platform Services in violation of these Terms. Upon termination of your rights under these Terms, your Patchr Account and right to access and use the Site and Platform Services will terminate immediately. You understand that any termination of your Patchr Account may involve deletion of your User Content associated with your Patchr Account from our live databases. Patchr will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Patchr Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3.E. through 3.H., and Sections 5 through 8.

E. Local Laws.

The Site is operated and controlled by Patchr from its headquarters in the United States of America and Patchr does not represent or warrant that the Site or Platform Services are appropriate or available for use in any particular jurisdiction other than the United States of America. You are solely responsible for compliance with all laws and regulations relating to your use of the Site and Platform Services, including without limitation those relating to export and import, privacy and personal data protection. If you use the Site or Platform Services outside the United States, you are responsible for following both United States and applicable local laws including in particular laws governing the content of any User Content.

We may limit the availability of the Site or Platform Services, in whole or in part, to any person, geographic area or jurisdiction Patchr chooses, at any time and in Patchr's sole discretion. The Site and Platform Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Patchr, or any products utilizing such data, in violation of the United States export laws or regulations and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports.

F. Dispute Resolution and Arbitration; Class Action Waiver.

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

Most concerns can be resolved quickly and to your satisfaction by contacting Patchr at Patchr, Inc., Legal Department, legal@patchr.io, 3005 S. Lamar Blvd. #103, Austin, Texas 78704. This dispute resolution provision facilitates the prompt and efficient resolution of any Dispute (defined below) that may arise between you and Patchr. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this dispute resolution provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

Please read this dispute resolution section carefully. It provides that all disputes between you and Patchr shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, agreeing to these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these dispute resolution provisions and can award the same damages and relief as a court (including attorney's fees).

For the purpose of this dispute resolution provision, "Patchr" means Patchr, Inc. and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term "Dispute" means any dispute, claim, or controversy between you and Patchr regarding any aspect of your relationship with Patchr, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this dispute resolution provision (with the exception of the enforceability of the Class Action Waiver clause described below). "Dispute" is to be given the broadest possible meaning that will be enforced and shall include any claims against other parties relating to services or products provided or billed to you (such as Patchr's licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against Patchr in the same proceeding.

YOU AND PATCHR EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution.

For all Disputes, whether pursued in arbitration or court, you must first give Patchr an opportunity to resolve the Dispute. You must start this process by mailing written notification to Patchr, Inc., Legal Department, legal@patchr.io, 3005 S. Lamar Blvd. #103, Austin, Texas 78704. That written notification must include (1) your name, (2) your address, (3) a written description of your Dispute, and (4) a description of the specific relief you seek. If Patchr does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out.

Notwithstanding the above, you or Patchr may choose to pursue a Dispute in court and not by arbitration if (a) it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the "Opt-Out Deadline"). You may opt out of this dispute resolution provision by mailing written notification to Patchr, Inc., Legal Department, legal@patchr.io, 3005 S. Lamar Blvd. #103, Austin, Texas 78704. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve Disputes with Patchr through arbitration. Your decision to opt-out of this dispute resolution provision will have no adverse effect on your relationship with Patchr. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or, to the extent it qualifies, small claims court.

Arbitration Procedures.

If this dispute resolution provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution), either you or Patchr may initiate arbitration proceedings. The American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA's Commercial Arbitration Rules will apply. In either instance, the AAA's Optional Rules for Emergency Measures of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This dispute resolution provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.

Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award -- The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration -- You or Patchr may initiate arbitration in either Travis County, Texas or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, Patchr may transfer the arbitration to Travis County, Texas in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.

Payment of Arbitration Fees and Costs -- Patchr will pay all arbitration filing fees and arbitrator's costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Patchr as provided in the section above titled "Pre-Arbitration Claim Resolution" and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney's fees and costs as determined by the arbitrator.

Class Action Waiver.

Except as otherwise provided in this dispute resolution provision, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Patchr specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the dispute resolution provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other User of or visitor to the Site can be a class representative, class User, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver.

You understand and agree that by agreeing to these Terms you and Patchr are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this dispute resolution provision, you and Patchr might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Severability.

If any clause within this dispute resolution provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this dispute resolution provision, and the remainder of this dispute resolution provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire dispute resolution provision will be unenforceable and the Dispute will be decided by a court.

Continuation.

This dispute resolution provision shall survive the termination of your usage of or access to the Site, User Content, Patchr Platform or the Platform Services. Including the removal or deletion of all your Submissions. Notwithstanding any provision in these Terms to the contrary, Patchr agrees that if Patchr makes any change to this dispute resolution provision (other than a change to the Notice Address), you may reject any such change and require Patchr to adhere to the language in this dispute resolution provision if a dispute between you and Patchr arises.

G. Laws and Location.

The Federal Arbitration Act, Texas state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Site and/or Platform Services will be heard in the courts located in Travis County in the State of Texas.

H. Electronic Communications.

The communications between you and Patchr use electronic means, whether you use the Site, Platform Services, or send us emails, or whether Patchr posts notices on the Site or communicates with you via the Platform Services or email. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Platform Services. For contractual purposes, you (a) consent to receive communications from Patchr in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Patchr provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

I. Entire Agreement.

These Terms, the Privacy Policy, and other Additional Terms incorporated herein by reference constitute the entire agreement between you and us regarding the use of the Site and supersede all prior or contemporaneous communications, negotiations, discussions or agreements between you and Patchr, whether electronic written or oral, about the Site or Platform Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations and licenses granted hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Patchr's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Patchr may freely assign these Terms without restriction. The terms and conditions set forth in these Terms shall be binding upon assignees.

J. Contacting Patchr.

If you have any questions about these Terms, please feel free to contact us at legal@patchr.io or at our mailing address: Patchr, Inc., 3005 S. Lamar Blvd. #103, Austin, Texas 78704.