Salad

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Terms &amp. Conditions Last Updated: July 13, 2022 V1.0 Welcome to Salad Tech owned and operated by Salad Technologies. (“Salad Tech” or “we” or “us” or “our”).&nbsp. These terms of service (the “Terms” or “Terms of Platform”), together with our Privacy Policy (which is incorporated herein by reference) and other applicable terms and documents referenced herein, collectively form the “Agreement” and govern your access to and use of the Salad Tech website www.salad.io and www.salad.com (“Site”) or Salad Tech's software resource sharing program known as "Salad" (the "App").&nbsp. The Site and the App are collectively referred to as the “Platform.” These Terms affect your rights so please read them carefully.&nbsp. By using or otherwise accessing the Platform, and/or by creating an Account with us, you acknowledge that you had read, understood and agreed to the terms of this Agreement, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement.&nbsp. You should obtain your own professional advice should you have any questions about resource sharing, including, without limitation, pertaining to any tax, technology or electricity questions.&nbsp. Please note that we offer the Platform “AS IS” and without warranties. If you create an account or use the Platform on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.&nbsp. The Site and App are not directed to any person or corporation in any jurisdiction where the publication, access or availability of the Site or App is prohibited. You may not access or use the Platform or accept the Agreement if you are not at least 18 years old.   We strive to improve the Platform, so our Terms may change from time to time.&nbsp. We’ll change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit.  In the event of a material change, we shall notify you via message or by means of a prominent notice on the Platform. By continuing to use the Platform following such modifications, you agree to be bound by such modifications. IF YOU DO NOT AGREE WITH THE AGREEMENT, OR WITH ANY CHANGES WE MAKE TO THESE TERMS, YOU CANNOT USE THE PLATFORM. <ol> <li> Overview. <ol> <li> App Platform <ol> <li>The App utilizes a portion of the computation power, internet bandwidth, or other resources of your personal computer or laptop for various commercial purposes during the regular use of those same computers. By downloading and using the App, you accept that Salad Tech utilizes resources such as GPU computation power, CPU computational power, internet bandwidth, and other resources from you when you operate the licensed App through background activity on your personal computer or laptop (the "Shared Resources "). In consideration for Salad Tech’s utilization of your Shared Resources, Salad Tech will credit your Account based on a percentage of the market value obtained by Salad Tech utilizing your Shared Resources at a rate determined by Salad Tech from time to time ("Points"). Points may be redeemed for Rewards through the Site.</li> <li>The Site provides overall information about Salad, what we do, and more. It also includes information on how to earn and redeem Points and view your Points Balance. And you can use the Site to communicate directly with Salad Tech representatives. ‍</li> </ol> </li> <li> Limited License. Subject to your complete and continuing compliance with this Agreement, Salad Tech grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Platform on your eligible, applicable devices. Except for the limited rights granted herein to access the Platform, we reserve all right, title and interest in and to the Platform, including all software, programming interfaces and other technology underlying the user interface and online services through which you interact with the Platform, and all content, updates, upgrades and improvements to the Platform. ‍</li> <li> Consent to Receive Periodic Messages and Communications.&nbsp. You may receive emails, SMS texts and push notifications from us.&nbsp. By signing up and providing your email address, you agree to receive these communications from us.  All notices from Salad Tech intended for receipt by you shall be deemed delivered and effective when sent to the email address you provided when you registered for the Platform. We promise to safeguard these communications and not share them with any third party except in limited instances clearly outlined in our Privacy Policy.  To stop receiving emails or text messages, please email us at support@salad.com. ‍</li> <li> Availability. We may, without prior notice, change the Platform. stop providing the Platform or any specific feature(s) or functionality(ies) of the Platform, to you or to users generally. or create usage limits for the Platform. We may permanently or temporarily terminate, restrict or suspend your access to the Platform, cancel or block access to Points, and/or withhold Rewards without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, if multiple Accounts are detected, or for no reason. You further understand and agree that Salad Tech may cancel or block your access to Points or withhold your Rewards as we deem appropriate in our sole discretion.&nbsp. Upon termination for any reason or no reason, you continue to be bound by this Agreement. ‍</li> </ol> </li> <li> Account and Access Rights. <ol> <li> Registration. In order to use the Platform and certain of its services, you must create an account (“Account”) with us. When creating or updating an Account, you are required to provide certain personal information (“Account Information”) as prompted by the registration form. You agree to provide accurate, current and complete information in connection with your registration and use of the Platform and agree to maintain and promptly update your Account Information as necessary to maintain its accuracy. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. Salad Tech reserves the right to suspend or terminate your access to and use of the Platform, or any portion thereof, on the basis of inaccurate or incomplete Account Information. Account Information will be held and used in accordance with the Privacy Policy. ‍</li> <li> Access Requirements. <ol> <li>Only one Account per individual or entity is allowed. Only one referral code may be used per Account. ‍</li> <li>You may only download, install and operate and use the App on a computer and through an internet connection owned by you or legally licensed to you for uses including, but not limited to downloading and/or operating of resource sharing software or applications. It is expressly forbidden and is a breach of these Terms to download, install, use or operate the App on a computer or other system that is not owned exclusively by you, or legally licensed to you for uses including, but not limited to downloading and/or operating of resource sharing software or applications. ‍</li> <li>By using the Platform, you assume sole responsibility for all activity taking place in your Account. You are required to safeguard any passwords or other credentials used to access the Platform ("Access Methods"). If any of your Access Methods are lost, stolen or compromised, or you learn of any unauthorized use of your Access Methods, or any other known or suspected breach of security, you will immediately notify Salad Tech. You will be solely responsible and liable for all acts or omissions of any individual accessing or using the Platform by use of your Access Methods. It is a violation of these Terms to allow any other person to use your Account to access the Platform. If you have reason to believe that someone is using your Account without your permission, you should contact us immediately.</li> </ol> </li> <li> User Responsibilities. <ol> <li>You are at all times expected to use the Platform solely as permitted and for the purposes as intended. You represent and warrant that your activities are lawful in every jurisdiction where you access or use the Platform. ‍</li> <li>By using the Platform, you agree that you will not: 1. Violate this Agreement; 2. Violate any applicable law, rule or regulation; 3. Interfere with Salad Tech or the operation of our Platform, or disrupt any user, host, or network; 4. Try to access another user's Account, or access your Account using a method other than through the Platform and instructions provided by us; 5. Copy, reproduce, license, distribute, publicly perform or display, or disclose any part of the Platform by any medium, reverse engineer or attempt to extract the source code of our software, claim any ownership rights, or sell, trade, resell or otherwise transfer or exploit the Platform for any unauthorized commercial purpose; 6. Modify, change, or alter the Platform or create any derivative works from the Platform. or 7. Try to cheat, game, defraud, misinform, mislead, deceive or trick us in any way in order to accrue more Points/Rewards or for any other reason; 8. Try to fraudulently and falsely manipulate and increase the number of Points/Rewards actually accrued in your Account;  9. Falsely increase your number of Shared Resources in any way; 10. Take any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; 11. Transmit or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; 12. Breach or circumvent any security or authentication measures, or probe, scan, or test any system or network for vulnerabilities. ‍</li> <li>You agree that you will immediately cease using the Site and delete the App from your computer, and you agree that Salad Tech may block your access to the Platform, in the event your use of the Platform would violate any law applicable to you or to Salad Tech. ‍</li> <li>You are prohibited from accessing or using the Platform if you are a person with whom U.S. persons are not permitted to have dealings (an "OFAC-Prohibited Person") pursuant to economic sanctions administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"). This includes (but is not limited to) persons located in, or a citizen or resident of, the following countries and regions: Cuba, Iran, the Crimea Region of Ukraine, North Korea and Syria. You represent and warrant that you are not an OFAC-Prohibited Person or otherwise ineligible to use the Platform. You also may not use the Platform if you are located in, or a citizen or resident of, any other jurisdiction where Salad Tech has determined, in its discretion, to prohibit use of the Platform. Salad Tech may implement controls to restrict access to the Platform from any jurisdiction. You are required to comply with these provisions, even if Salad Tech’s methods to prevent use of the Platform are not effective or can be bypassed. In addition, Salad Tech reserves the right to refuse Account registrations, or to bar Platform transactions (including redemption of Rewards), if any act, conduct, transaction, omission, or misrepresentation, exposes Salad Tech to sanctions, restrictions, or penalties. or upon receipt of any subpoena, order, or request from any government, government official, or law enforcement authority of competent jurisdiction. or from or to anyone in jurisdictions that do not meet international AML–CTF standards as set out by the Financial Action Task Force ("FATF"), or that is a Politically Exposed Person within the meaning of the FATF’s 40 Recommendations, or that fails to meet any of Salad Tech's due diligence standards, requests, or requirements.</li> </ol> </li> </ol> </li> <li> Points, Rewards and Redemption <ol> <li> Points <ul> <li>You can view your Points Balance, a description of available Rewards, and the number of Points required to obtain each Reward at any time by logging into your Account. “Points Balance” means the number of Points you have earned for use that have not yet been redeemed. ‍</li> <li>Points earned or accumulated shall at all times remain the property of Salad Tech. Points have no cash equivalent or similar value except to redeem for Rewards through the Platform. Points may not be redeemed for cash. ‍</li> <li>Points should appear in your Points Balance within five (5) business days after they are earned. Points may only be redeemed for a Reward after they appear in your Points Balance. ‍</li> </ul> </li> <li> Rewards and Redemption <ul> <li>When you redeem your Points for a Reward, the number of Points in your Points Balance will be reduced by the number of Points used to redeem the Reward. ‍</li> <li>Points may only be redeemed by following the appropriate redemption process for each Reward outlined within the Platform. Salad Tech reserves the right to change the available Rewards without notice, and we do not guarantee the availability of any particular Reward. We also reserve the right to change at any time and without notice the number of Points required to redeem a particular Reward. ‍</li> <li>Unredeemed Points will expire twelve (12) months after the date on which they first appear in your Points Balance. ‍</li> <li>You may be required to provide additional information (such as your name, address, mobile telephone number, or other information) in order to redeem a Reward, and your receipt of the Reward is contingent upon your providing us with the information we request. We may also require that you take steps to verify your Account, such as by sending you a text message to which you must respond, or otherwise, before redeeming a Reward. ‍</li> <li>A particular Reward may be subject to specific terms and conditions, such as an expiration date of the Reward, shipping and handling fees, additional purchases or other requirements to use or deliver the Reward, any return policy requirements and any warranties for the Reward, or any other limitations or restrictions on obtaining, retaining or using the Reward. We will not be liable if a Reward expires prior to redemption or use. You are responsible for compliance with all laws related to redeeming and receiving the Reward, including the payment and collection of any applicable federal, state, or local taxes. Points cannot be used to pay such taxes. In addition, in order to redeem a particular Reward, you may have to accept a particular Reward provider’s terms and conditions. ‍</li> <li>All redemptions of Points for Rewards are final. All non-merchandise Rewards, such as services, reward cards, gift cards and travel certificates, cannot be returned. Rewards of merchandise may not be exchanged or refunded after they have been delivered unless such a Reward is defective or has been damaged in transit. Our Reward providers are ultimately responsible for replacing any defective or damaged Rewards. Refunds, exchanges and other issues relating to the Reward are governed by the Reward provider’s terms and conditions applicable to the redemption. Redeemed Rewards are not refundable, exchangeable, or transferable for cash, credit, other Rewards or Points. Neither Salad Tech nor our participating Reward providers are responsible for replacing lost, stolen, or mutilated Rewards, including retail or travel certificates, reward cards, gift certificates, gift cards, or merchandise. You may not redeem Points for Rewards if your Account has been suspended or terminated for any reason. ‍</li> </ul> </li> <li> Miscellaneous. <ul> <li>We reserve the right to terminate any Account that does not earn Points during any period of twelve (12) consecutive months. ‍</li> <li>Points may be deducted from your Points Balance as the result of a return of Rewards, a request for a refund for Rewards, or an unresolved dispute with a Reward provider. ‍</li> <li>We reserve the right to grant Points to select users or to all users, according to criteria established by us in our sole discretion, as part of our periodic marketing activities and promotions. ‍</li> </ul> </li> </ol> </li> <li> Proprietary Rights. <ol> <li> Salad Tech Intellectual Property.&nbsp. The Platform and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Salad Tech IP”), and all intellectual property rights related thereto, are the exclusive property of Salad Tech and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Salad Tech IP. Use of the Salad Tech IP for any purpose not expressly permitted by this Agreement is strictly prohibited.&nbsp. This Agreement does not provide you with title or ownership of any Salad Tech IP, but only a limited right to use the same solely upon the terms expressly set forth in this Agreement.&nbsp. For the purpose of clarity, nothing provided under this Agreement is to be considered a “work for hire” and Salad Tech does not convey, transfer or assign to you any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights. All rights are reserved. ‍</li> <li>Feedback. We may use any reports, comments, ratings, reviews and suggestions in any form regarding the Platform that you provide to us (collectively, the “Feedback”). You grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback in connection with the Platform. ‍</li> </ol> </li> <li> Disclaimer of Warranties. <ol> <li>THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PLATFORM IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE PLATFORM, OR THE INFORMATION CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SALAD TECH, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS. THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE. THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE PLATFORM. ‍</li> <li>SALAD TECH DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM THE USE OF OR INABILITY TO USE THE PLATFORM. WE DO NOT STATE OR WARRANT THAT THE PLATFORM, POINTS RESULTS AND POTENTIAL REWARDS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. When using the Platform, fees for used Internet traffic, mobile data, and other related services might be applied for users of certain Internet service providers. Salad Tech takes no responsibility for shared traffic-related or any additional costs you might experience in accordance with your Internet service (or other services) provider’s agreement in any circumstances. The use of the Platform may be prohibited or restricted by your service provider. The Platform might also not be appropriate for all service providers’ rules and policies – therefore, you should confirm the ability to use our Platform with your service provider. ‍</li> <li>SALAD TECH MAY ALTER, SUSPEND, ADD TO, OR DISCONTINUE THE PLATFORM IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON, WITHOUT NOTICE OR COST. WE ASSUME NO RESPONSIBILITY FOR YOUR ABILITY TO OBTAIN ACCESS TO THE PLATFORM. THE PLATFORM MAY BECOME UNAVAILABLE DUE TO MAINTENANCE OR MALFUNCTION OF COMPUTER EQUIPMENT, SERVERS, OR OTHER REASONS. ‍</li> <li>YOU AGREE THAT SALAD TECH HAS MADE NO AGREEMENTS, REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN, AND THAT NO FUTURE AGREEMENT, REPRESENTATION OR WARRANTY SHALL BE EFFECTIVE UNLESS EXPRESSLY STATED IN A WRITTEN AMENDMENT TO THIS AGREEMENT SIGNED BY BOTH YOU AND SALAD TECH. ‍</li> <li>THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. ‍</li> </ol> </li> <li> Privacy.&nbsp. Salad Tech’s privacy practices are governed by Salad Tech’s privacy policy, the most updated copy of which can be found at https://salad.com/privacy ("Privacy Policy"). By accessing or using the Platform or by creating an Account, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use and disclosure of your information in accordance with the Privacy Policy. The Privacy Policy does not cover the information practices exercised by any Reward providers or third parties that Salad Tech does not own or control. ‍</li> <li> Security. Salad Tech cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Platform, your Account, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. ‍</li> <li> Third-Party Links and Information. The Platform may contain links to Reward providers, third-party applications, websites and/or materials that are not owned or controlled by Salad Tech. Salad Tech does not endorse or assume any responsibility for any such Reward providers, third-party sites, information, materials, Rewards, products, or services. If you access a third-party website or service from the Platform, you do so at your own risk, and you understand that this Agreement and Salad Tech’s Privacy Policy do not apply to your use of such sites. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Reward providers, third-party websites or applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Reward provider/third party. You expressly relieve Salad Tech from any and all liability arising from your use of any Reward provider, or other third-party website, or application. Additionally, your dealings with or participation in promotions of Reward providers found on the Platform, including payment and delivery of Rewards, and any other terms (such as warranties) are solely between you and such Reward providers. You agree that Salad Tech shall not be responsible for any loss or damage of any sort relating to your dealings with such Reward providers. ‍</li> <li> Limitation of Liability. <ol> <li>IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SALAD TECH BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. ‍</li> <li>TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALAD TECH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES. (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PLATFORM. (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN. (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM. (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY. (VI) ANY ERRORS OR OMISSIONS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM. AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. SALAD TECH IS NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. IN NO EVENT SHALL SALAD TECH BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THESE LIMITATIONS OF LIABILITY, WE WOULD NOT PROVIDE THE PLATFORM TO YOU. ‍</li> <li>SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. ‍</li> <li>IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” ‍</li> </ol> </li> <li> Indemnification.&nbsp. You agree to defend, indemnify and hold harmless Salad Tech, and its respective employees, agents, officers, directors, affiliates, contractors, suppliers and representatives from and against all damages, awards, judgments, liabilities, expenses, penalties, interest, fees, costs and expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance) (collectively, “Losses”) resulting from or arising directly or indirectly out of: (a) your use of and access to the Platform including any acts or omissions taken in reliance on the Platform. (b) your violation of any term of this Agreement. or, (d) your violation of applicable law or regulation. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. ‍</li> <li> Termination. You may disable your Account at any time for any reason by deleting the App from your device and ceasing your use of the Platform. We may immediately suspend or terminate your access to all or any portion of the Platform, for any reason in our sole discretion and you will be required to delete the App from your device. Salad Tech may provide you with notice of any suspension or termination and an opportunity to remedy the issue unless we in good faith believe doing so will result in imminent harm. ‍</li> <li> General Provisions <ol> <li> International Users. Unless otherwise explicitly stated, the Platform is controlled and operated from facilities in the United States. Those who access or use the Platform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Platform if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. ‍</li> <li> Eligibility.&nbsp. You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create an Account with us or use the Platform. ‍</li> <li> Governing Law. Limitation of Claims. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware. The Uniform Computer Information Transactions Act will not apply and will not be invoked in any judicial or arbitral proceeding concerning this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action against Salad Tech arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose, or be forever barred. ‍</li> <li> Dispute Resolution.  PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND SALAD TECH HAVE AGAINST EACH OTHER ARE RESOLVED.&nbsp. You and Salad Tech agree that any claim or dispute that has or may arise between us will be resolved in accordance with the provisions set forth in this Section. <ol> <li>We strongly encourage you to first contact us directly to seek a resolution of any dispute or claim by emailing support@salad.com.  You and Salad Tech agree that any and all disputes or claims that have or may arise between you and Salad Tech shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in New York County, New York if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. ‍</li> <li>The arbitration will be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association, as modified by this Agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by the court. ‍</li> <li>You and Salad Tech must abide by the following rules: ‍ 1. ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE &nbsp. PROCEEDING; 2. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; 3. the arbitrator will honor claims of privilege and privacy recognized at law; 4. the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; 5. the arbitrator may award any individual relief or individual remedies that are permitted by applicable law. and 6. each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instances, the fees and costs awarded will be determined by applicable law. ‍</li> <li>If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in New York County, New York. Notwithstanding anything to the contrary herein, nothing herein shall be deemed as preventing Salad Tech from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our intellectual property rights or other proprietary rights. ‍</li> <li> Exclusions from Arbitration/Right to Opt Out.&nbsp. Notwithstanding the above, you or Salad Tech may choose to pursue a claim or dispute in court and not by arbitration if: 1. the claim or dispute qualifies, it may be initiated in small claims court. or 2. YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out by emailing a written notification to Salad Tech at support@salad.com. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Salad Tech through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Salad Tech.  Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your claim or dispute in arbitration or small claims court. ‍ </li> <li>Jury Waiver. You understand and agree that by entering into this Agreement you and Salad Tech are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Section, you and Salad Tech might otherwise have had a right or opportunity to bring claims or disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided herein, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived. ‍</li> <li>Continuation.&nbsp. This Section shall survive the termination of this Agreement. However, notwithstanding any provision in this Agreement to the contrary, if Salad Tech makes any change to this Section (other than a change to the notice address) after the time in which you create your Account, you may reject any such change and require Salad Tech to adhere to the language in this Section as of the date your Account was created. ‍</li> </ol> </li> <li> Survival. Provisions of this Agreement that by their nature or terms are intended to survive expiration or termination, will survive including without limitation those relating to indemnity, disclaimers and limitations of liability. ‍</li> <li> Assignment.  This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Salad Tech without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. ‍</li> <li> Entire Agreement, Waiver, Relationship. This Agreement is the entire agreement between Salad Tech and you regarding your use of the Platform and supersedes any prior agreements or understandings. No waiver of any provision of this Agreement will be deemed a continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.  Nothing in this Agreement will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and you or any other person or entity, nor does this Agreement extend rights to any third party except as explicitly stated herein. ‍</li> <li> Electronic Communications and Notice.  Communications with you via the Platform use electronic means, whether you visit the Platform or send us an email, or whether we post notices on the Platform or communicate with you via email or text. You consent to receive communications from us electronically. You agree that all terms and conditions and agreements can be entered into and signed electronically in accordance with applicable law, and all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing. ‍</li> <li> Severability.&nbsp. If any provision of these Terms is deemed unenforceable, the enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the parties’ original intentions as nearly as possible in accordance with applicable laws. ‍</li> <li> Changes to These Terms.&nbsp. We may change these Terms and the other documents that are part of the Agreement at any time, as we reasonably deem appropriate. Upon any such change, we will post the amended terms on the Platform. we may also attempt to notify you in some other way including by email to the email address listed in your Account. Your continued use of the Platform following such posting shall constitute your affirmative acknowledgement of the applicable Agreement document, as amended. Any significant changes to this Agreement will be effective 30 days after posting such notice. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT ANY TERMS OF THIS AGREEMENT, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE PLATFORM.</li> </ol> </li> </ol>