Terms and Conditions

Familial
Terms & Conditions of Use

Last Updated and Effective: February 24, 2024

Welcome to Familial!

BY ACCESSING OR USING THE PLATFORM YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS.

If you are accepting or agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Terms.

IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM OR SERVICES.

1. ABOUT THE TERMS

2. IMPORTANT INFORMATION ABOUT THE PLATFORM

3. REGISTERING FOR AN ACCOUNT

4. FEES AND PAYMENT TERMS

5. USER CONDUCT GUIDELINES

6. INTELLECTUAL PROPERTY OWNERSHIP

7. NO ENDORSEMENT

8. THIRD PARTY TERMS

9. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

10. GOVERNING LAW & DISPUTE RESOLUTION

11. MISCELLANEOUS

1. ABOUT THE TERMS

1.1 Key Terms

As used in these Terms of Use:

· “App” refers to any downloadable application (including, a mobile application) owned or operated by Familial, through which access to the Services is available. References to the “App” include any and all features, functionality, tools and content available on or through each such application.

· “Platform” refers, collectively, to any and all Websites, Apps, Platform Content, and other technology through which Familial provides the Services.

· “Platform Content” refers to any and all videos, text, photos, information and other content included, provided or made available on or through the Platform, including all User Content except Your Content.

· “Services” refers to any products, features, or services provided by Familial and its service providers, and any and all related services and promotions.

· “User Content” or “Your Content” refers to videos, text, photos, tracking information, and other information or content captured, recorded, streamed, stored, shared or otherwise made available or caused to be made available by Users on or through the Platform.

· “Users” means any and all persons that access or use the Platform. References to “access” and/or “use” of the Platform (and any variations thereof) include the acts of accessing or browsing the Website and accessing or using the Services.

· “Website” refers to any website (and various sub domains) owned or operated by Familial (including the websites currently located at www.wearefamilial.com, www.app.wearefamilial.com, and www.familial.app), through which access to the Services is available. References to the “Website” include any and all features, functionality, tools and content available on or through each such website.

· “Familial,” “we,” or “us” refers to Familial LLC as well as our officers, directors, employees, contractors and agents. To the extent applicable, they also refer to our affiliates, service providers and licensors, and their respective officers, directors, employees, contractors and agents.

1.2 Platform Rules and Supplemental Terms

Your access to and use of the Platform is governed by the terms and conditions of these Terms of Use, our Privacy Notice, currently located at www.wearefamilial.com/privacy-policy (as described in more detail in Section 11.1 below), any and all other policies and rules referenced herein, posted on the platform, or otherwise communicated to users (the “Platform Rules”).

Certain of the features, functionality, tools, content, and promotions available on or through the Platform may be subject to additional or supplemental terms and conditions (“Supplemental Terms”). If you choose to access or use those features, functionality, tools or content or participate in those promotions, the applicable Supplemental Terms are also incorporated and deemed part of these Terms of Use.

If there is a conflict between these Terms of Use and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable features, functionality, tools, content and promotions.

PLEASE READ THESE TERMS OF USE, OUR PRIVACY NOTICE, PLATFORM RULES AND ALL APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE “TERMS”) CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE PLATFORM AND SERVICES. FOR EXAMPLE, THE TERMS INCLUDE:

· IMPORTANT INFORMATION ABOUT THE FUNCTIONAL LIMITATIONS OF THE PLATFORM AND/OR THE SERVICES;

· YOUR OBLIGATION TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS;

· LIMITATIONS OF OUR LIABILITY TO YOU; AND

· A REQUIREMENT THAT YOU PURSUE CLAIMS OR SEEK RELIEF AGAINST US (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, RATHER THAN AS A PARTICIPANT IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS.

1.3 Amendment of Terms

Familial reserves the right, in its sole discretion, to amend the Terms, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively “amend” or “update”). If we choose to amend the Terms, we will update the Effective Date at the top of the Terms and post the updated version. We may also, at our option, choose to notify you by e-mail or another means. By continuing to use the Platform after we have posted an updated version of the Terms or otherwise notified you of an update, you are affirming that you agree to be bound by the amended Terms. This provision is subject to a few limitations in the “Dispute Resolution” section below. If the amended Terms are not acceptable to you, your only recourse is to stop using the Platform.

No other modification, amendment, supplement of or to the Terms will be binding on Familial unless it is in writing and signed by an authorized representative of Familial.

1.4 Consequences of Non-Compliance

Your failure to comply with the Terms may result in the suspension or termination of your account and/or access to the Platform, and may subject you to civil and criminal penalties.

2. IMPORTANT INFORMATION ABOUT THE PLATFORM

2.1 License to Use

Subject to your compliance with the Terms, Familial grants you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Platform and Services. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Platform as provided by Familial, in the manner permitted by the Terms.

2.2 Set-Up and Operating Requirements

In order to use the Services, you must:

· have internet access (e.g., WiFi or 3G /4G with a data plan);

· register for an account (as set forth in more detail below in the “Accounts” section below); and

· provide and maintain complete, accurate and up-to-date account information, including contact information.

If any of the above requirements are not met, you will not be able to use some or all of the Services.

2.3 Service Limitations

In addition to the set-up and operating requirements, there are certain other circumstances that may limit the availability or effectiveness of the Services.

· Service Area - The Platform is currently configured for use in the United States only, and is not intended for use outside of the United States.

· Service Interruptions - The Services can be interrupted for any reason that disrupts internet access or GPS capabilities, including in the event of:

o electrical power outages

o natural disasters

o electronic interference

o an outage affecting the data transport service

o failure of originating or terminating access lines

o network congestion and/or reduced routing speed Familial’s network or another network (for example, due to spikes in call volume in the wake of local or national disasters), causing failed calls, busy signals or unexpected answering wait times (which may be longer than emergency calls placed via traditional telephone networks)

o compatibility issues

o equipment failures relating to your equipment or Familial’s equipment, including, hardware or software failures or misconfiguration affecting Familial, its offices, data centers, and/or any of its service providers

2.4 Acknowledgements

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:

· FAMILIAL DOES NOT AND CANNOT GUARANTEE THAT THE PLATFORM WILL BE CONTINUOUS OR ERROR-FREE. FOR EXAMPLE, THE PLATFORM WILL NOT BE AVAILABLE OUTSIDE OF THE SERVICE AREA OR UNDER CIRCUMSTANCES SET FORTH ABOVE.

· IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR PLATFORM IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE PLATFORM.

· YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND YOUR CONTENT. ABUSE OF THE SERVICES MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

2.5 Modifications and Updates to the Platform and Services

Familial reserves the right, in its sole discretion, to modify or discontinue offering the Platform and/or Services, in whole or in part, including any Website, or any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of the User Content at our sole discretion at any time without prior notice to you.

We may from time to time develop and provide updates for the App, which may include upgrades, bug fixes, patches and other error corrections and/or new features, functionality, tools or content (collectively, “Updates”). Updates may also modify or delete features, functionality, tools or content in their entirety. Based on your mobile device settings, when your mobile device is connected to the internet either: (a) the Updates will automatically download and install; or (b) you may receive notice of or be prompted to download and install available Updates. Please promptly download and install all Updates. If you do not, portions of the App may not properly operate. All Updates will be deemed part of the App and be subject to all terms and conditions of the Terms.

You agree that Familial has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

2.6 International Users

The Platform is controlled and operated within the United States and is not intended for use outside of the United States. You are hereby prohibited from accessing or using the Platform from any territory where the Platform or any of the features, functionality, tools, content thereof, is illegal. If you choose to access the Platform from a location outside the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

2.7 Reliance on Information Posted

All Platform Content, including without limitation any advice, information, content, or other materials, is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of Platform Content. Any reliance you place on Platform Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other User, or by anyone who may be informed of any of its contents.

3. ACCOUNTS

3.1 Account Registration

While certain Platform Content is publicly available, you must register for a membership or user account before you are able to use certain of the Services. You may register for a membership or to create an account directly via the Platform.

No person or entity may have more than one active account at any given time.

For financial advisor clients (each, an “Enterprise Client”), your financial advisor will create your account and provide you with the necessary login information. (For simplicity, both the financial advisor account and the client accounts will be referred to hereafter as “accounts.”)

3.2 Account Set-Up

Your account and account profile page will be created based upon the information you provide to us.

You agree to provide complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date.

When you create your account, you will be asked to create a username and password, which you will be solely responsible for safeguarding. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account or any other account that you may connect to your account. You agree not to disclose your username or password to any third party, and you agree to immediately notify Familial of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. Familial cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. FEES AND PAYMENT TERMS

4.1 Payment/ Credit Cards

YOU ARE RESPONSIBLE FOR PROVIDING FAMILIAL WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS AND FOR THE TIMELY PAYMENT OF ALL FEES. Please note that the payment information, including name and contact information, that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our Privacy Notice.

Please note that the payment information, including name and contact information that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our Privacy Notice.

We may contact you via email regarding your account, for example, in connection with a problem with your credit card or payment account.

4.2 No Refunds

Unless Familial agrees or states otherwise in writing, all fees and charges are nonrefundable.

5. USER CONDUCT GUIDELINES

Any time you access or use the Platform, you are required to comply with our User conduct guidelines, as set forth below.

You are not authorized to access or use the Platform:

· to impersonate any person or entity, or falsify or otherwise misrepresent your identity, credentials, affiliations or intentions;

· to collect, store or use any information from or about another User, other than to provide aid to such User or as otherwise authorized and intended by such User;

· to “stalk” or harass any other User;

· to distribute unsolicited commercial or bulk electronic communications (or, “spam”), chain letters or “pyramid” schemes;

· for political campaigning, recruiting votes or soliciting donations or other support for legislative or other initiatives;

· to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

· if you are not able to form legally binding contracts (for example, if you are under 18);

· if you are a person barred from receiving services under the laws of the United States or other applicable jurisdiction; or

· for any other purposes that are not expressly permitted by the Terms.

Further, you may not:

· access, copy, distribute, share, publish, use or store any Platform Content, including any information from or about any other User, for purposes that are inconsistent with our Privacy Notice, or otherwise violate the privacy rights or any other rights of other Users or any other third party, including by disclosing, selling, renting, distributing or exposing any Platform Content to a third party, using it for marketing purposes, or otherwise using it for any purposes unrelated to the Platform;

· access, copy, distribute, share, publish, use or store, or prepare derivative works from any Platform Content that belongs to Familial, another User or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of the person or entity party holding the rights to license such use;

· share your user ID/username or transfer your account to another party without our consent;

· circumvent our systems, policies, determinations as to your account status, including by attempting to access or use the Platform if your account has been suspended or cancelled or you have otherwise been temporarily or permanently prohibited or blocked from using the Platform;

· access, search, collect information from, or otherwise interact with the Platform by “scraping,” “crawling” or “spidering” the Platform, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by Familial, unless you have been specifically authorized to do so in a separate agreement with Familial;

· use, display, mirror or frame the Platform, or any feature, functionality, tool or content of the Platform, Familial’s name, any Familial trademark, logo or other proprietary information, without Familial’s express written consent;

· interfere with, disrupt, damage or compromise the Platform or our systems or the access of any User, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail-bombing the Platform or otherwise imposing an unreasonable or disproportionately large load on the Platform;

· access, tamper with or use non-public areas of any of the Platform, Familial’s computer systems, or the technical delivery systems of Familial’s providers;

· probe, scan, or test the vulnerability of any system or network of Familial or its providers, or breach or circumvent any security or authentication measures of such system or network;

· avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Familial or any of Familial’s providers or any other third party to protect the Platform;

· forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;

· attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Platform;

· export or re-export the Platform, except in compliance with the export control laws and regulations of any relevant jurisdictions;

· otherwise abuse the Platform or breach the Terms; or

· attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.

Subject to these Terms, you may link to internal pages within the Website, provided that you do not copy or frame the content found there. In no case does Familial approve any links which, by their appearance, content, position, or otherwise, create the false impression that Familial sponsors, endorses, or is associated with the entity operating any third-party site ("the External Site") or the products or services offered by the External Site operator. In no case does Familial approve any links which Familial believes damages or impairs the goodwill associated with the name, logos, trademarks, service marks, copyrights, or tradenames of Familial or any of its affiliates. Familial reserves the right to revoke its approval to link or change terms or conditions of its approval to link at any time in its sole discretion.

Familial does not want you to, and you should not, send any confidential or proprietary information to Familial or a User through the Website unless specifically requested by Familial. Please note that any unsolicited information or material sent to Familial will be deemed not to be confidential or proprietary. By submitting information and material to the Website, you grant to Familial (or warrant that the owner of such information and material has expressly granted to Familial) a royalty-free, perpetual, irrevocable, unrestricted, right and license to use, reproduce, display, perform, modify, adapt, publish, translate, transmit, and distribute or otherwise make available to others such information and material (in whole or in part and for any purpose) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed. You also agree that Familial is free to use any ideas, concepts, know-how or techniques that you send to either of them for any purpose.

5.1 Responsibility for User Content

Ultimately, all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the User who originated such content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or endorse any opinions expressed in such User Content. You understand that by using the Platform, you may be exposed to User Content that is offensive, harmful, inaccurate, misleading, fraudulent or otherwise inappropriate. Under no circumstances will Familial be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of any User Content.

We may, but are not required to monitor or control the User Content captured, recorded, uploaded, streamed, shared or stored on or through the Platform, and we cannot take responsibility for such User Content. Any use or reliance on any User Content is at your own risk.

5.2 Reporting Misconduct

If you feel that another User has violated the Terms, abused the Platform or otherwise acted inappropriately, you may report the User to Familial at support@wearefamilial.com. Familial reserves the right, but assumes no obligation, to investigate and take appropriate action in response to such reports. Regardless of its action or inaction, in no event will Familial be liable for the acts or omissions of any User or any third party.

If you are a California resident, you may also report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. See the “California Residents” subsection below for the full information required under California Civil Code §1789.3.

5.3 Investigations

Familial reserves the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

Without limiting the foregoing, you acknowledge that Familial has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Platform or Services by any User, to access, review, preserve and disclose any User Content, or to remove or disable access to any User Content, if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against Familial, (iii) to enforce and to ensure a User’s compliance with the Terms, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of Familial, its Users or members of the public, and (vi) for the purpose of operating and improving the Platform and Services (including for customer support purposes).

5.4 User Cooperation

You agree to cooperate with and assist Familial or its representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.

6. ACCOUNT SUSPENSION AND CANCELLATION

You may cancel your account at any time.

We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to (i) limit, suspend, deactivate or cancel your account and take technical and legal steps to prevent you from using our Platform and Services at any time for any reason, and (ii) screen or delay the posting or delivery of Your Content.

Familial reserves the right to suspend or terminate your account or your access to the Platform if you create more than one account, or if any information provided during the registration process or thereafter is determined to be incomplete, inaccurate, outdated, deceptive or fraudulent.

We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a prolonged period of time. We also reserve the right to cancel accounts of Users who fail to comply with the Terms, including the terms and conditions regarding User conduct, as set forth in the “User Conduct Guidelines” section above and elsewhere in the Terms.

If your account is deactivated or cancelled, Familial will have the right, but not the obligation to delete Your Content.

If Familial has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to Familial’s reasonable satisfaction.

6.1 Policy Enforcement

When an issue arises, we reserve the right to consider such User’s performance history and the specific circumstances in applying our policies, and to determine how strictly to enforce such policies in an effort to achieve a fair outcome for all parties involved.

7. INTELLECTUAL PROPERTY OWNERSHIP

7.1 The Platform

The Platform and Services, including any Website, and all features, functionality, tools and content thereof, is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the Platform and Services, and all intellectual property rights therein are the exclusive property of Familial and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Platform or Services.

You hereby grant Familial an unrestricted license to utilize all data generated by its provision of the Platform and/or Services in an aggregated and/or anonymous format for its commercial benefit, including, but not limited to, sharing such aggregated and/or anonymous data with third parties.

Without limiting the foregoing, you acknowledge and agree that the trade names, logos, and other trademarks and service marks associated with Familial (the “Familial Marks”) are the property of Familial, and that you are not permitted to use the Familial Marks without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the Platform or Services in any form or by any means, or sublicense the rights granted in the Terms, except as expressly permitted herein, without the prior written permission of Familial or the intellectual property owner, as applicable.

This foregoing license is subject to modification or revocation at any time at Familial’s sole discretion.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Familial or its licensors, except for the licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are hereby reserved.

Notwithstanding the above, Familial authorizes you to make one (1) electronic or paper copy of the information posted on any page of the Website, provided that the copy is used solely for non-commercial, personal purposes, and further provided that any such copy remains protected by all copyright, trademarks, Familial Marks, and other proprietary notices and legends contained on the Website. This license does not include the right to modify this Website, or any portion of it, except with the express written consent of Familial. Any resale or commercial use of the Website or its contents; any collection and use of any product or service listings, descriptions, or prices; any derivative use of this Website or its contents; any downloading or copying of account information or product drawings for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction rules is prohibited.

7.2 Your Content

Your Content may be viewed by other Users and by other persons or entities, including through third party services and websites. Thus, you should only capture, record, upload, stream, share or store videos, images, information and other content that you are comfortable sharing with others.

By capturing, recording, uploading, streaming, sharing or storing Your Content, you hereby grant Familial a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, process, adapt, modify, distribute, post, broadcast, publicly perform, publish and display Your Content in any and all media as necessary to provide the Services to you, including, customer support services, and otherwise operate the Platform, including for product development and de-bugging purposes.

You agree that this license includes the right for Familial to provide, promote, and improve the Platform and Service and to make Your Content available to other companies, organizations or individuals who have a business relationship with Familial (“partner”) for the syndication, broadcast, distribution or publication of such content on other media and services, subject to our terms and conditions for such use.

Such additional uses by Familial, or other companies, organizations or individuals who partner with us, may be made with no compensation paid to you with respect to Your Content.

We may modify or adapt Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media. You further grant us the right to use, copy, distribute, post, broadcast, publicly perform, publish and display your name, city, state and other information in connection with Your Content as described herein or elsewhere on the Platform, subject to any applicable data protection laws.

Familial does not claim any ownership rights in Your Content and nothing in the Terms will be deemed to restrict any rights that you may have to use and exploit any such content, subject only to the licenses granted to Familial under these Terms.

You acknowledge and agree that you are solely responsible for Your Content, and for any consequences thereof, including the use of your Content by other users and our third-party partners.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Your Content, and that neither Your Content, nor Familial’s use of Your Content (or any portion thereof) on or through the Platform or in connection with the Services will infringe, misappropriate or violate the rights of any person or entity, including patent, copyright, trademark, trade secret, moral rights, industrial rights, database rights or other proprietary or intellectual property rights, rights of publicity or privacy or data protection or contractual rights, or result in the violation of any applicable law or regulation.

You understand that Your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Your Content for such use, it may subject you to liability. Familial will not be responsible or liable for any use of Your Content by Familial, any other User, or any third party in accordance with the Terms.

7.3 Feedback

We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Platform (“Feedback”). You may submit Feedback by e-mailing us, at hello@wearefamilial.com. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Familial. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by Familial or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Familial all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.

You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect Familial’s rights in such improvements, enhancements and modifications.

8. NO ENDORSEMENTS

8.1 Users

Users are required by the Terms to provide accurate information and, although Familial may conduct certain limited checks and/or institute certain processes designed to help verify information provided by Users, we do not guarantee the completeness or accuracy of any information provided by any User, including the User’s purported identity, credentials or background.

Any indication that a User has been “verified” (or similar language) only means that the User has completed a relevant verification process. It is not an endorsement, certification or guarantee by Familial about the User, including of the User’s identity, credentials or background. Any such description is intended only help you to evaluate and you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform.

We recommend that you exercise due diligence when deciding to communicate or interact with another User, and we will not be responsible or liable for any damage or harm resulting from your interactions with other Users.

8.2 Links to Third-Party Websites and Services

The Platform may also provide links to third-party websites, resources or services. You acknowledge and agree that Familial is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by Familial of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.

We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.

9. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

9.1 Warranties by Users

You represent and warrant to Familial that:

(i) you have the power and authority to accept and agree to the Terms;

(ii) you own or control all of the rights necessary to grant the rights and licenses granted herein;

(iii) you will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Your Content or otherwise in connection with your access to or use of the Platform and Services;

(iv) the exercise by Familial of the rights granted by you hereunder will not cause Familial to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and

(v) all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, FAMILIAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE PLATFORM OR SERVICES, OR THAT USE OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY PLATFORM CONTENT.

9.3 Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

· THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM IS AND REMAINS WITH YOU.

· WITHOUT LIMITING THE FOREGOING, FAMILIAL DISCLAIMS ANY AND ALL LIABILITY RELATED TO (I) YOUR USE OF OR INABILITY TO USE THE PLATFORM, (II) THE ACTS OR OMISSIONS OF ANY OTHER USER OR ANY OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, AND (III) ANY USER OR PLATFORM CONTENT ACCESSED, VIEWED OR DOWNLOADED IN CONNECTION WITH THE USE OF THE PLATFORM.

· YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING AND USING THE PLATFORM, SUBMITTING AND TRANSMITTING YOUR CONTENT, COMMUNICATING OR INTERACTING WITH OTHER USERS AND ACCESSING, VIEWING OR DOWNLOADING THE USER CONTENT OF OTHER USERS ARE DONE AT YOUR OWN DISCRETION AND RISK, AND YOU AND HEREBY RELEASE FAMILIAL AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING.

· IN NO EVENT WILL FAMILIAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FAMILIAL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

· CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, FAMILIAL’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

9.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FAMILIAL AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9.5 Exclusions

NOTHING IN THE TERMS FURTHER IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE FROM DEATH OR PERSONAL INJURY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN THIS SECTION THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT REQUIRED BY LAW.

9.6 Indemnification

To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold Familial its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the Platform, including any and all features, functionality, tools, content and promotions available on and through the Services, (ii) Your Content, (iii) any interactions with any other User, (iv) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (v) your gross negligence or willful misconduct.

9.7 Obligation to Defend.

You agree that, at Familial’s option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) Familial may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of Familial (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

9.8 No Implied Indemnity.

No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.

10. GOVERNING LAW & DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND FAMILIAL HAVE AGAINST EACH OTHER ARE RESOLVED.

10.1 Governing Law

The Terms shall be governed by and interpreted in accordance with the laws of Utah without regard to conflict of law principles.

10.2 Dispute Resolution

You agree that these Terms, including this “Governing Law & Dispute Resolution” section, affect interstate commerce and are governed by the Federal Arbitration Act.

This Dispute Resolution Section applies broadly to any dispute, claim or controversy ("Dispute") between you and Familial arising out of or relating to your use of the Platform, these Terms, the Privacy Notice, other applicable company terms or policies, and any aspect of your relationship with us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. Dispute shall be interpreted broadly. Dispute shall also include any dispute, claim, or controversy that arose before you assented to these Terms or after termination. Notwithstanding the foregoing, Dispute shall not include disputes, claims, or controversies concerning patents, copyrights, trademarks, trade secrets, and claims of piracy or unauthorized use of the Platform. You or Familial may seek interim or preliminary relief from a court of competent jurisdiction as needed to protect the status quo pending completion of arbitration.

10.3 Mandatory Informal Dispute Resolution Process

We hope that no Disputes arise between you and Familial, and we are committed to working with you to resolve any Dispute that does arise. To that end, both parties agree that we will make a good faith effort to resolve the Dispute informally for at least sixty (60) days before proceeding in arbitration or court pursuant to this “Informal Dispute Resolution Process.” You and Familial agree to give the other notice of the Dispute, by providing a written “Notice of Dispute” that is personally signed by you (if you are initiating the Notice of Dispute) or a Familial representative (if we are initiating the Notice of Dispute). The Notice of Dispute must contain the following information: (1) the initiating party’s name, address, telephone number, and email address, and account information, if applicable; (2) a detailed description of the nature and basis of the Dispute; and (3) the specific relief sought. You must send any such Notice of Dispute to Familial by email to support@wearefamilial.com. We must send any such Notice of Dispute to you at the email address we have on file for you, if we have one; if we do not have an email address on file for you, you agree that we may attempt to reach you through other reasonable means. You and Familial agree to use their best efforts to settle any Dispute informally, for a sixty (60) day period from the date that a completed Notice of Dispute is received (or longer, if agreed by both parties). If the party receiving the Notice of Dispute requests a telephone settlement conference as part of this informal process, you and Familial agree to participate in an effort to resolve the Dispute. Should Familial make this request, you agree to attend this conference (with your counsel, if you are represented). Should you make the request, Familial agrees to have a representative attend this conference (with counsel, if Familial is represented).

You and Familial agree that neither party may initiate arbitration or litigation without first attempting to resolve the Dispute informally through this Informal Dispute Resolution Process, that adhering to the Informal Dispute Resolution Process is a condition precedent to arbitration or litigation, and that this requirement can be enforced by a court of competent jurisdiction. Any applicable limitations period (including the statute of limitations) and any filing fee deadlines shall be tolled while you and Familial engage in this Informal Dispute Resolution Process.

10.4 Small Claims Court

Any Dispute that falls within the jurisdictional scope and limits of the small claims court where you reside may be brought in that court on an individual basis. Any Dispute filed in small claims court must remain in small claims court and may not be removed or appealed to a court of general jurisdiction.

10.5 Mandatory Arbitration

Familial believes that Disputes are most effectively and efficiently resolved on an individual basis through arbitration. BOTH YOU AND FAMILIAL AGREE THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS DISPUTE RESOLUTION SECTION, ANY INDIVIDUALIZED DISPUTE THAT IS NOT RESOLVED THROUGH THE INFORMAL DISPUTE RESOLUTION PROCESS OR SMALL CLAIMS COURT SHALL BE RESOLVED BY BINDING ARBITRATION PURSUANT TO THIS MANDATORY ARBITRATION CLAUSE OF THE GOVERNING LAW & DISPUTE RESOLUTION SECTION (“MANDATORY ARBITRATION CLAUSE”).

THE PARTIES UNDERSTAND AND AGREE THAT THEY MAY NOT FILE A CLAIM AS PART OF A MASS ARBITRATION. THE ARBITRATION PROVIDER SHALL PROMPTLY REJECT OR TERMINATE ANY MASS ARBITRATION CLAIM EITHER YOU OR FAMILIAL FILES AGAINST THE OTHER. THE PARTY AGAINST WHOM THE MASS ARBITRATION WAS FILED SHALL HAVE A RIGHT TO ENFORCE THESE TERMS IN A COURT OF COMPETENT JURISDICTION AND SHALL BE ENTITLED TO RECOVER THEIR ATTORNEY’S FEES AND COSTS FOR SUCH ENFORCEMENT.

As used in the Mandatory Arbitration Clause, “Mass Arbitration” is defined as twenty-five (25) or more similar claims asserted against Familial by the same or coordinated attorney(s) or law firm(s), or that are otherwise coordinated.

The arbitration shall be administered by AAA pursuant to the AAA Commercial Arbitration Rules and Mediation Procedures (“AAA Commercial Rules”), and other applicable rules, including without limitation, the AAA Consumer Arbitration Rules (“AAA Consumer Rules”), as modified by these Terms. The AAA Commercial Rules and AAA Consumer Rules are available at: www.adr.org. The arbitration will be heard by a single, neutral arbitrator (“Arbitrator”) selected pursuant to the AAA Rules, as modified by these Terms. If AAA is unable or unwilling to administer the arbitration consistent with these Terms, the parties shall agree on an alternative provider that will do so. If the parties cannot agree, they shall jointly petition a court of competent jurisdiction to appoint an arbitration provider that will do so.

Arbitration will be held in the county in which you reside. If AAA is unable to administer the arbitration in the county or parish in which you reside, the arbitration shall be administered by another provider selected by agreement of the Parties or a court, consistent with these Terms.

You and Familial's representative shall personally appear at any hearing ordered by the arbitrator (along with your and the Familial's counsel, if represented). For claims of more than $25,000 (and for claims seeking individualized injunctive, equitable, or declaratory relief that are not brought in small claims court as set forth above), a telephone, virtual, or in-person hearing shall be held, and you and Familial’s representative shall personally appear (along with your and Familial’s counsel, if represented). Each party reserves the right to request a telephonic, video, or in-person hearing from the Arbitrator. The parties can agree to waive a hearing.

The party seeking to initiate arbitration must send the other party a “Demand for Arbitration” pursuant to the AAA Commercial Rules, any other applicable AAA rules, and this Mandatory Arbitration Clause. If you are initiating arbitration, you shall serve the Demand for Arbitration on Familial by email to support@wearefamilial.com. If we are initiating arbitration against you, we will serve the Demand for Arbitration on you by email to the email address we have on file for you or to the email address you identified during the Informal Dispute Resolution Process.

By signing and serving the Notice of Intent to Arbitrate, that party (and their counsel, if represented) certifies that they have complied with (1) the Informal Dispute Resolution Process and (2) the requirements of Federal Rule of Civil Procedure 11(b), including that the claims and relief sought are neither frivolous nor brought for an improper purpose. The Arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would.

You and Familial agree that arbitration is designed to be cost-effective for all parties. The arbitration fees are governed by AAA’s Commercial Arbitration Rules and Mediation Procedures Administrative Fee Schedule (“Commercial Fee Schedule”) or Consumer Arbitration Rules Costs of Arbitration (“Consumer Fee Schedule”), as applicable, as modified by these Terms. AAA’s Commercial Fee Schedule and Consumer Fee Schedule are available at www.adr.org. You agree that if you initiate the arbitration, you will pay your filing fee and Familial agrees to pay its filing fee. If Familial initiates the arbitration, it will pay all fees.

All issues in any Dispute are for the Arbitrator to decide, including issues related to the scope or enforceability of the Mandatory Arbitration Clause, except the following, which are for a court of competent jurisdiction to decide: (1) any issues that are specifically reserved for a court in these Terms; (2) any and all disputes arising out of or relating to the enforceability of the Mass Arbitration Sub-Clause; and (3) whether a set of claims constitute a Mass Arbitration or whether one or more claims are part of a Mass Arbitration, as defined in these Terms. The parties understand and agree that their individualized Dispute will be decided by an Arbitrator, not a judge or jury, unless these Terms explicitly provide otherwise.

THE PARTIES UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND THAT THEY MAY NOT ARBITRATE ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE CLAIMS OR ANY CLAIMS BROUGHT ON BEHALF OF ANY OTHER PERSON OR ENTITY, UNLESS DOING SO AS A PARENT, GUARDIAN, OR WARD OF A MINOR OR IN ANOTHER SIMILAR CAPACITY FOR AN INDIVIDUAL WHO CANNOT OTHERWISE BRING THEIR OWN INDIVIDUAL CLAIM.

The Arbitrator may award relief, including, but not limited to, monetary, declaratory, injunctive, or other equitable relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The Arbitrator must follow these Terms, including this Mandatory Arbitration Clause, and can award the same individualized damages and relief as a court, including injunctive or other equitable relief necessary to provide relief as to the individualized claim.

The Arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. If the claimant in a Dispute rejects a formal settlement offer or offer of judgment and prevails but does not obtain an award that is more favorable than the offer, the claimant shall be liable for costs incurred by the respondent after the offer of judgment was made.

The decision of the Arbitrator shall be in writing and shall briefly set forth the essential findings of fact and legal analysis. A judgment to enforce the award may be entered by a court of competent jurisdiction, however, any award that has been satisfied may not be filed or entered in court. The decision of the Arbitrator shall have no preclusive effect in any proceeding involving non-identical parties.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT THEIR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEAL MAY BE LIMITED IN ARBITRATION. BOTH PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND FAMILIAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PARTIES ALSO AGREE THAT THE ARBITRATOR’S AWARD, INCLUDING ANY AMENDMENTS, OR DECISION NOT TO GRANT ANY RELIEF, SHALL BE FINAL AND BINDING, AND MAY NOT BE APPEALED, UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE IN WRITING.

Unless otherwise prohibited by law, ALL ARBITRATION PROCEEDINGS WILL BE CONFIDENTIAL AND CLOSED TO THE PUBLIC AND ANY PARTIES OTHER THAN YOU AND FAMILIAL.

YOU HAVE THE RIGHT TO OPT OUT OF THIS MANDATORY ARBITRATION CLAUSE. You may opt out of this Mandatory Arbitration Clause in its entirety by sending Familial a personally signed, written notice of your decision to opt out of those changes by email to support@wearefamilial.com within thirty (30) days of receiving notice of any version of these Terms updated on or after 2/24/2024, and include your full name and your mailing address, telephone number, and email address, a description of when and how you interacted with Familial, and a clear statement that you wish to opt out of this Mandatory Arbitration Clause. Your opt out must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. YOU AGREE THAT IF YOU EXERCISE YOUR RIGHT TO TIMELY OPT-OUT, YOU ARE REJECTING THE MANDATORY ARBITRATION CLAUSE AS A WHOLE AND MUST BRING YOUR CLAIM IN A COURT OF COMPETENT JURISDICTION IN THE COUNTY IN WHICH YOU RESIDE. YOU FURTHER AGREE THAT YOU WILL BE BOUND BY THE REST OF THESE TERMS. Your failure to timely opt out of this Mandatory Arbitration Clause shall constitute mutual acceptance of the terms of Mandatory Arbitration Clause by you and Familial.

10.6 Mass Arbitration Waiver

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

YOU AND FAMILIAL AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES WAIVE THE RIGHT TO PARTICIPATE IN A MASS ARBITRATION AS DEFINED HEREIN, AND THAT ANY SUCH CLAIM AND/OR CLAIMS MUST BE BROUGHT IN A COURT OF COMPETENT JURISDICTION.

As used in this “Mass Arbitration Sub-Clause,” the term “Mass Arbitration” is defined as twenty-five (25) or more similar claims asserted against Familial by the same or coordinated attorney(s) or law firm(s), or that are otherwise coordinated. The term “Mass Arbitration Claim” is defined as any claim between the parties that is part of a Mass Arbitration.

Familial strongly believes that Mass Arbitration is an inefficient and ineffective way to resolve Disputes. You and Familial understand and agree that Disputes may not be resolved through Mass Arbitration under any circumstances. All Mass Arbitration Claims must be litigated in a court of competent jurisdiction. You understand and agree that if you wish to arbitrate your claim, you must select counsel, if any, who are not involved in a Mass Arbitration against Familial.

A court of competent jurisdiction shall have the authority to determine whether a set of claims constitutes a Mass Arbitration or whether one or more claims constitute Mass Arbitration Claims, as defined in this Mass Arbitration Sub-Clause. The Court shall strictly construe and apply the definitions of Mass Arbitration and Mass Arbitration Claim set forth in this Mass Arbitration Sub-Clause. THE APPLICABLE STATUTE OF LIMITATIONS SHALL BE TOLLED WHILE THE COURT MAKES EITHER OR BOTH OF THESE DETERMINATIONS. You may pursue your Mass Arbitration Claim in a court of competent jurisdiction, whether or not a court has found that your claim constitutes a Mass Arbitration Claim.

IF YOU FILE A MASS ARBITRATION CLAIM, YOU SHALL BE RESPONSIBLE FOR FAMILIAL’S ATTORNEY’S FEES AND COSTS RESULTING FROM THE IMPROPER ARBITRATION. A RESPONDENT TO A MASS ARBITRATION SHALL HAVE THE RIGHT TO RECOVER ITS ATTORNEY’S FEES AND COSTS IN A COURT OF COMPETENT JURISDICTION

IF THIS MASS ARBITRATION SUB-CLAUSE IS DETERMINED TO BE UNENFORCEABLE FOR ANY REASON, THE ENTIRE MANDATORY ARBITRATION CLAUSE IS UNENFORCEABLE AND YOUR CLAIM MUST BE LITIGATED IN COURT, WITHOUT REGARD TO ANY OTHER SEVERABILITY OR OTHER PROVISION OF THESE TERMS.

10.7 Future Amendments to this Section

Both you and Familial agree that if we make any amendment to this Governing Law & Dispute Resolution section (other than an amendment to any notice address or site link provided herein) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this section that have arisen or may arise between you and Familial. We will notify you of amendments to this section by posting the amended Terms on www.wearefamilial.com/terms-of-use]. If you do not agree to the amended terms, you may close your account within 30 days and you will not be bound by the amended dispute resolution terms. If you do not have an account (or once you have closed your account, if applicable), you must cease using the Platform immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Familial in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).

11. MISCELLANEOUS

11.1 Privacy

Our collection and use of information about Users is governed by our Privacy Notice. By accessing and using the Platform, you consent to the collection and use of this information, including the transfer of this information outside the United States and/or other countries, for storage, processing and use by Familial. As part of providing you the Platform, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.

11.2 Entire Agreement

These Terms, including these Terms of Use, our Privacy Notice, the applicable Supplemental Terms and any and all Platform Rules, constitute the entire and exclusive understanding and agreement between you and Familial regarding your access to and use of the Platform, including the Services, and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and Familial and regarding the subject matter hereof.

11.3 Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. Familial may assign, transfer, delegate and/or sublicense our rights and obligations under the Terms, in whole or in part, in its sole discretion, without restriction.

Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.

11.4 No Agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

11.5 Survival of Terms

Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use shall survive such expiration or termination.

11.6 Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by Familial (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the Website. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.

11.7 Waiver

Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach. The waiver of any right, obligation or breach will be effective only if in writing and signed by a duly authorized representative of Familial. In addition, no waiver granted in any instance shall constitute a waiver in any other instance.

11.8 Remedies

Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

11.9 Severability

Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.

11.10 Headings

The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

11.11 Third-Party Beneficiaries

Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

11.12 Construction

In the Terms, unless the context requires otherwise: (i) “herein,” “hereof,” “hereunder,” “hereto,” and similar terms refer to the Terms collectively and as a whole, and not merely to the specific section, paragraph or clause in which the term appears; (ii) “or” connotes any combination of all or any of the items listed; and (iii) “including” (and any of its derivative forms) means “including but not limited to.”

11.13 Contact Us

If you have any questions or concerns, please contact Familial at support@wearefamilial.com

11.14 California Residents

Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Platform or Services or requests to receive further information regarding use of the Platform or Services may be sent to support@wearefamilial.com

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.

Familial Terms & Conditions of Use

Familial
Terms & Conditions of Use