PRETZEL TERMS OF USE AGREEMENT

Welcome to Pretzel®, the app for people who want to talk and travel like a local and help others do the same. We hope you enjoy using our mobile application called "Pretzel" (the "App") and the related website (located at www.pretzelapp.com), collectively referred to as the "Service".

Throughout this document, we may refer to ourselves as "Pretzel", "we", or "our". This specifically refers to Pretzel, Inc., the company that runs Pretzel, which is located at 109 E. 19th St, #3B, New York, NY 10003.

We may refer to you as "you", "your", or other forms of the word "you".

By using the Service, you are agreeing to these Terms of Use (the "Terms of Use" or "Agreement"). The Terms of Use is a binding contract between you and us regardless of whether you register as a member of Pretzel (a "Member"). If you wish to become a Member and/or make use of the Service, please read this Agreement. If you object to anything in this Agreement or the Pretzel Privacy Policy, please do not use the Service.

We may change this Agreement at any time, which change will be effective upon posting to the Service. By continuing to use the Service after the change, you are giving us your express and binding acceptance of and consent to the revised Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

1. Electronic Agreement

By accessing and/or using the Service or becoming a Member, you are accepting this Agreement and agreeing to the terms, conditions and notices contained or referenced herein.

2. Access and Retention

To use the Service, you must have access to the Internet and World Wide Web, either directly or through devices that access web-based content, and you are solely responsible for paying any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

3. License for Mobile Application

We grant you, subject to your compliance with these Terms of Use, a limited, non-exclusive, non-transferable license to download and install a copy of the App. You may download the App to all devices (such as a mobile phone or tablet) to which you have exclusive control. Please note that we reserve all rights in and to the App which are not expressly granted to you under these Terms of Use. We cannot allow you to run any version of the App on a jailbroken device.

As we mentioned previously, new or updated versions of the App may include new or updated Terms of Use. Because new or updated versions of the App may include enhanced security or fixes to previous security-related problems, if you don’t download the new version of the App, you may become vulnerable to security risks, including a breach of your personal information.

4. Eligibility

You must be at least eighteen (18) years of age. By using the Service, you represent and warrant that you are at least that age, and that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

5. Commercial Use of Service

If you are using the Service and/or accessing the Service on behalf of a company, entity, or organization (collectively, a "Subscribing Entity"), you represent and warrant to us that:

  1. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Use;
  2. You have read and understand this Terms of Use; and
  3. You agree to this Terms of Use on behalf of the Subscribing Entity.

6. Account Security

You are responsible for maintaining the confidentiality of your username and password, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify us of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We are not liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may want to consider disabling your auto-sign in feature if you have it linked to your Pretzel account.

7. Your Use of the Service

You are not authorized to do the following (some of which may also be illegal):

  • Browse or download illegal content.
  • Collect usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email.
  • Without our authorization, frame or link to the Service.
  • Share or disclose your username or password to any third party or permit any third party to access your account.
  • Attempt to impersonate another user or person.
  • Use the Service for any fraudulent reason or in a misleading manner.
  • any automated use of the system, such as scraping the Service, automated scripts, spiders, robots, crawlers, data mining tools or the like.
  • Interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service.
  • Copy or capture, or attempt to copy or capture, any content from the Service (the "Content") or any part of the Service, unless given express permission by us. Copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Service, except as permitted under these Terms of Use.
  • Use any Content in any way that is designed to create a separate content service or that replicates any part of the Service’s offering.
  • Employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
  • Use bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service.
  • Alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Service or any Content appearing on the Service.
  • Copy or adapt the object code of the Service, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content, or allow any third party to do so.
  • Use the Service to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
    • any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Pretzel’s sole and reasonable discretion.
    • any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
    • any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Pretzel’s sole and reasonable opinion;
    • any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Service or servers or networks forming part of, or connected to, the Service, or which does or might restrict or inhibit any other user's use and enjoyment of the Service; or
    • any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
  • Commit, engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
  • Rent, sell or lease access to the Service, or any Content on the Service.
  • Deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
  • Stalk, exploit, threaten, abuse or otherwise harass another user, or any Pretzel employee. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.
  • Sell or transfer, or offer to sell or transfer, any Pretzel account to any third party without the prior written approval of Pretzel.
  • Collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
  • Use the Service in a manner inconsistent with any and all applicable laws and regulations.
  • Violate, circumvent or attempt to violate or circumvent any data security measures employed by Pretzel; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Pretzel’s servers, system or network or attempt to breach Pretzel’s data security or authentication procedures; attempt to interfere with the Service by any means including, without limitation, hacking Pretzel’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Pretzel under these Terms of Use, We reserve the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

You agree to comply with the above conditions, and you acknowledge and agree that Pretzel has the right, in our sole discretion, to terminate your account or take other action if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

We may investigate any illegal and/or unauthorized use of the Service, and we reserve the right to take any appropriate legal action (including, but not limited to, civil, criminal, and injunctive action).

Use of the Service is with our permission, and we may revoke our permission at any time, for any reason, in our sole discretion.

8. Representations and Warranties

You represent and warrant to Pretzel as follows:

  1. Any content that you upload to the Service ("Your Content"), and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize Pretzel to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Service, any and all third party services.
  2. Your Content and the availability thereof on the Service does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information.
  3. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Service and via any third party services.
  4. Your Content, including any comments that you may post on the Service, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
  5. Your Content does not and will not create any liability on the part of Pretzel, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.

Pretzel reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.

9. Pretzel is a Marketplace; Limitation of Liability

Pretzel acts as a marketplace to connect users with one another (collectively, the "Users") for the purpose of practicing a foreign language and/or giving and sharing travel advice. It is up to you whether you want to connect with a certain User, and you alone bear the risk of any communication, meeting, or other connection with a User. You acknowledge and agree that we are not a party to any communication, meeting or agreement between you and another User, and that we are not liable to you for any loss incurred as the result of a User’s acts or omissions, including without limitation physical injury, death, property damage, fraud, failure to communicate, conversion, physical injury, mental distress, breach of contract, negligence, and intellectual property violations.

You acknowledge and agree that we do not necessarily have control over the quality, safety, morality or legality of any User or any service(s) they offer you, the truth or accuracy of any User statements, or the ability of Users to fulfill their obligations under an agreement with you. Pretzel cannot ensure that a User will actually complete a transaction or follow through on their promises./p>

We cannot guarantee the true identity, age, and nationality of a User. Pretzel encourages you to communicate directly with Users through the tools available on the Service.

10. Term

This Agreement will remain in full force and effect while you use the Service. You may terminate your membership and/or subscription at any time in the app settings or by contacting us at [email protected] If you cancel your membership we may ask you to provide a reason for your cancellation. We may terminate your membership or subscription for any reason by sending you an email at the address you have provided us. If we terminate your membership in the Service because you have breached this Agreement, we cannot give you a refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in our sole discretion. We are not required to provide you notice prior to terminating your membership and/or subscription. We are not required, and we may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

11. Membership; Pricing

Please note that the billing policies that are disclosed to you in subscribing to the service are deemed part of this Agreement. You are solely responsible for paying all taxes associated with your use of the Service./p>

  1. General. We bill you through the Apple App Store or Google Play Store (each, a "Payment Platform") for any charges on your account. You agree to pay all charges at the prices then in effect for the Service, and you authorize us to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make all required payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that we make even if we have already requested or received payment.
  2. One-Time Charges. You may be able to make one-time purchases on the Service, in which event you agree to pay the price then in effect for the item that you purchase using your Payment Method.
  3. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (for example, monthly charges) without obtaining additional authorization from you, until you provide that you have terminated this authorization (usually by cancelling your membership or subscription) or wish to change your payment method. Any such notice will not affect charges submitted before we could reasonably act (such as, for example, notice immediately before your next scheduled payment). You may cancel your paid membership or change your payment information on the Payment Platform. For your convenience, we take your payment information so that your Pretzel membership will not be interrupted. We auto-renew your membership at the level you selected. Your Pretzel subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected (for example, monthly), at the then-current subscription rate (if applicable). To cancel, simply log into the Payment Provider and follow the instructions for cancellation. Please note that you will not be eligible for a prorated refund of any portion of the subscription fee paid for any subscription period.
  4. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR THE PAYMENT PLATFORM. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING INFORMATION IN THE PAYMENT PLATFORM CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY PRETZEL IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE PRETZEL ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT PRETZEL MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER THE PAYMENT PLATFORM UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY PRETZEL).
  5. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
  6. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Pretzel is authorized to charge your Payment Method. Pretzel may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.

12. Modifications to Service

We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. Blocking of Members and Users

In order to protect the integrity of the Services, we reserve the right at any time in our sole discretion to block Members and/or users from the Service based on any information that could reasonably identify a Member or user, including without limitation such Member/user’s login credentials, social media account, or IP address.

14. Content on Pretzel

  1. Proprietary Rights. We retain all proprietary rights in the Service. The Service contains the copyrighted material, trademarks, and other proprietary information of us and our licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. Distribution of content to others is strictly prohibited. You agree that we would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Pretzel shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.

    We may provide links to third party websites, and some of the content appearing on Pretzel may be supplied by third parties. We have no responsibility for these third party websites nor for their content, which is subject to and governed by the terms of use and/or privacy policies, if any, of the applicable third party content providers.

  2. Ownership of Your Content. You acknowledge and agree that any of Your Content, including without limitation any suggestions, feedback, or ideas for or about the Websites and/or the Service, is owed by us once you submit it on the Service. You agree not to reuse or republish Your Content without our written approval. We will not use Your Content for marketing purposes without obtaining your permission; however, we reserve the right to use Your Content for internal purposes such as analytics, training, or internal presentations.

15. Restrictions on Use of Materials

You acknowledge that the Service contain images, text, and other content (collectively, "Intellectual Property") that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or developed in the future. All Intellectual Property is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and Pretzel owns a copyright in the selection, coordination, arrangement and enhancement of such Intellectual Property. All trademarks appearing on the Service are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Intellectual Property, in whole or in part. When Intellectual Property is downloaded to your computer, you do not obtain any ownership interest in such Intellectual Property. Modification of the Intellectual Property or use of the Intellectual Property for any other purpose, including, but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

16. Copyright Policy

We prohibit the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, you hereby agree that notifications of claimed copyright infringement be sent by certified mail to:

Legal Department, Pretzel, Inc., 109 E. 19th St, #3B, New York, NY 10003.

If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to Pretzel at the address shown above, giving a written statement that contains:

  1. identification of the copyrighted work and/or intellectual property right claimed to have been infringed;
  2. identification of the allegedly infringing material on the Site that is requested to be removed;
  3. your name, address, and daytime telephone number, and an e-mail address if available;
  4. a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law;
  5. a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and
  6. the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right. Pretzel will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

17. Repeat Infringers

We will suspend or terminate your access to the Service if we determine, in our sole and reasonable discretion, that you have repeatedly breached these Terms of Use.

We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Pretzel at its sole discretion.

Please note that we do not offer refunds to Members whose accounts are terminated as a result of repeated infringement of these Terms of Use.

18. Terms for the iOS App

You acknowledge and agree that this Terms of Use is between you and Pretzel only, and that Apple is not a party to these Terms of Use. Pretzel, not Apple, is responsible for the App and its contents.

You must not use the iOS App except on an Apple-branded product that is running iOS. Any use of the App by you must comply with the relevant terms of use for the Apple Source from which you obtained it (including, without limitation, the Usage Rules set forth in the Apple App Store Terms of Service). You acknowledge and agree that Apple does not have any obligation to furnish you with maintenance and/or support services with respect to the App.

You further acknowledge and agree that Apple is not responsible for addressing or resolving any claims by you or a third party relating to your use and/or possession of the App, including, but not limited to, warranty or liability claims, claims that the App fails to conform to a legal or regulatory requirement, consumer protection or similar claims, or claims that the App infringes the intellectual property rights of a third party (including, without limitation, trademark, copyright, and/or patent rights).

Any claims, losses, liabilities, damages costs or expenses relating to a failure to conform to any warranty shall be Pretzel’s responsibility, to the extent allowable by these Terms of Use. It is important that you read the entire Terms of Use, as other sections of these Terms of Use limit our liability.

Apple and its subsidiaries are third-party beneficiaries of these Terms of Use. By accepting these Terms of Use, you acknowledge and agree that Apple shall have the right (and will be deemed to have accepted that right) to enforce the Terms of Use against you as a third party beneficiary. Apple is the sole third party beneficiary and there are no other third-party beneficiaries of the Terms.

19. Limitation of Liability

We will not, in any event, be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Service, or your use of the Service (including without limitation any damages arising from another User’s action or your interaction with another User). Nothing contained in this Agreement or in any written or oral communications from us or our employees or agents shall be construed to make any promise, covenant, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

The content and functionality on the Service and the services provided by employees of the Service are offered "as is" without warranty of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We make no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Service’s content or that the functionality of the Service will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL PRETZEL, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICE, EVEN IF PRETZEL HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

You acknowledge and agree that, as a peer-to-peer foreign language conversation and travel advice service, Pretzel cannot guarantee any specific results, including without limitation your ability to obtain and/or retain language fluency credentials or your advancement of your level of comprehension. Your success is dependent upon a number of factors, many of which are entirely out of Pretzel’s control. You further acknowledge and agree that Pretzel cannot guarantee that any information provided by a User is accurate, up-to-date, or relevant to your needs, and that you rely on such information solely at your own risk.

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL PRETZEL HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF PRETZEL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Pretzel and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to Pretzel during the six months prior to notice to Pretzel of the dispute for which the remedy is sought.

20. Indemnity by You

You agree to indemnify and hold Pretzel, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:

  1. your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above; or
  2. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Pretzel.

21. Attorney Fees

In the event that Pretzel is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for Pretzel’s attorneys' fees and costs.

22. Parental or Guardian Permission

Some of the content on the Service may not be appropriate for children. CHILDREN UNDER THE AGE 18 ARE NOT PERMITTED TO USE THE SERVICE. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO THE SERVICE OR GIVE PRETZEL THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.

23. Privacy

Use of the Service is also governed by our Privacy Policy, located at [https://www.pretzelapp.com/en/privacy_policy.html]. Consent to our Privacy Policy is required before using our Service.

24. Jurisdiction and Choice of Law; Dispute Resolution

If there is any dispute arising out of the Service, by using the Service, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of New York with the same force and effect as if such service had been made within the State of New York. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

25. Arbitration Provision/No Class Action

Except where prohibited by law, as a condition of using the Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York.

26. No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

27. Availability Outside the U.S.

If you access Pretzel from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Service from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.

28. Entire Agreement

This Agreement contains the entire agreement between you and Pretzel regarding the use of the Service.

29. Severability; Waiver

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Pretzel’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Pretzel’s ability to enforce such term at any point in the future.

30. Headings

The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Please feel free to contact us with any questions about this Agreement. Pretzel is a registered trademark of Pretzel, Inc.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.