Individual User Terms of Use Agreement

Last Updated: February 14, 2021

PLEASE READ THIS INDIVIDUAL USER TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND PRECIATE, INC., A DELAWARE CORPORATION BASED IN DALLAS, TEXAS (“PRECIATE,” “WE” OR “US”). Although Preciate’s Services (defined below) are offered to individuals, companies, and organizations within countries we have activated for Services, this Individual User Terms of Use Agreement applies to each individual with an account on our Services. If you wish to purchase a subscription for yourself or your company or organization, you must agree to the terms of our Customer Subscription Agreement. Preciate, Inc. is the controller of the personal data provided to Preciate, Inc. through any of its websites, feedback channels and within the Preciate apps and Services (defined below).

THE “DISPUTE RESOLUTION” SECTION OF THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE THE “DISPUTE RESOLUTION” SECTION FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

BY ELECTRONICALLY ACCEPTING THESE TERMS, ACCESSING ANY OF OUR WEBSITES, CREATING A MEMBER PROFILE ON ANY OF PRECIATE’S SERVICES, INCLUDING THE PRECIATE APP FOR SMARTPHONE OR THE PRECIATE APP FOR SLACK OR MICROSOFT TEAMS, OR USING ANY OF OUR SERVICES, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT WITH PRECIATE. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT ACCEPT THIS AGREEMENT, CLICK ON “CREATE ACCOUNT” WITHIN THE PRECIATE APP FOR SMARTPHONE OR THE PRECIATE APP FOR SLACK OR MICROSOFT TEAMS AND DO NOT ACCESS INFORMATION ON OUR WEBSITES OR ENGAGE IN ANY OF OUR SERVICES. If you wish to terminate this Agreement, you may do so at any time simply by contacting feedback@preciate.com, closing your account and then no longer visiting our websites or engaging in our Services. If you’ve purchased a subscription to the Services, you must also cancel all of you subscriptions in accordance with the terms of our Customer Subscription Agreement to terminate this Agreement and your account.

IF YOU SIGN UP FOR OR PURCHASE A SUBSCRIPTION TO THE SERVICES ONLINE, THEN YOU MUST AGREE TO THE TERMS OF OUR CUSTOMER SUBSCRIPTION AGREEMENT. YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT PRECIATE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH THE TERMS OF OUR CUSTOMER SUBSCRIPTION AGREEMENT.

This Agreement applies to the Services, including Preciate.com and the Preciate app for iOS, the Preciate app for Android, the Preciate app for Slack, and the Preciate app for Microsoft Teams.

SERVICES

“Services” under this Agreement are defined as the services made available by us through our website at preciate.com and our applications (including Preciate’s applications for smartphone, Slack and Microsoft Teams), which may include the ability to participate in a remote social, send and receive recognitions and validations, set reminder notifications, apply stickers, view your own and others’ recognitions, view the recognitions you have participated in, and upload of your contacts to use in the system. This Agreement applies to both Registered Members, (individuals who have created a profile on the Services) as well as Non-registered Members (individuals or entities who engage with our websites or applications but have not created a profile on the Services).

Subject to your compliance with the Agreement, Preciate grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of any of the Preciate apps on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes, subject to the payment of any applicable subscription fees. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not use any metatags or other “hidden text” using Preciate's name, service marks, or trademarks; (c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (d) you shall not access the Services to build a similar or competitive website, application or service; (e) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (f) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (g) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services. Any unauthorized use of the Services terminates the licenses granted by Preciate pursuant to this Agreement.

Your use of the Services may also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are incorporated by reference into this Agreement. For example, users who purchase a subscription for any of the Services online are subject to the Customer Subscription Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.

ELIGIBILITY OF USE

To use Preciate’s Services, you agree that you have not been banned or restricted from using the Preciate App or any of its Services and you are the older of 16 years or the minimum age of local law which would allow Preciate to lawfully provide its Services to you without parental consent. This is inclusive of the use of personal information. Additionally, creating a profile on behalf of others or creating accounts with false information is strictly forbidden.

REGISTRATION

When registering an account for the Services, you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Preciate immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. Preciate reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Preciate.

Registered Members may have portraits on the Services. Whether your portrait is private (default setting) or public is entirely up to you. You agree that you are responsible for activity on your portrait unless you contact Preciate and report fraud or close your account. You further agree that to help ensure the safety of your portrait, you will choose a strong password which you will not share with others. Additionally, you will not transfer any part of your account whether to another individual or to an entity.

COMMUNICATION TO YOU BY PRECIATE

You agree that we may communicate with you within the Services, via push notifications (if enabled), via SMS text, via email or via other contact information you provide to Preciate. You agree that it is your responsibility to ensure your contact information is kept accurate, for instance your cell phone number or email address is changed if necessary in order for Preciate to keep you informed of material changes to this agreement and the Privacy Policy.

COMMUNICATION BETWEEN YOU AND OTHERS

The Preciate Recognition Service allows users to review the recognitions they have both sent and received as well as the validations that have both sent and requested. If your subscription to Preciate Recognition was purchased by a third party (such as your employer), such third party may be able to control how such recognitions may be shared or published. Except as described above, if you have configured your Preciate account to be public, your recognition badges, whether sent or received, are made public to be seen by Registered Members, Non-registered Members and Preciate staff. Recognitions and validations provided by you may be kept private at the recipient’s full discretion. Once you have given a badge or sent free text, you acknowledge that you have no right of ownership to the content.

CONTENT

You agree that you will only provide content, whether about yourself or others, that is truthful and you will not provide content that will violate the privacy of others or the intellectual property rights of any individual, company, organization, institution or entity. As used in this Agreement, “content” includes, without limitation any content, data, audio, video, photographs, images, works of authorship or other materials that are posted, provided or uploaded or otherwise made available to the Services by any user.

Preciate reserves the right to remove any content it deems, at its sole discretion, objectionable or harmful to another individual or the Preciate network.

Preciate reserves the right to reformat or translate any content on the platform.

While you retain ownership of your intellectual property rights in the content of your portrait and the content you submit, if you create content that is a recognition of another user, that other user may decide to make that recognition private. You grant Preciate and our affiliates a worldwide non-exclusive, transferable license to use, copy, transmit, perform, display, distribute, publish and analyze your content and any content you provide to the Services (including our applications) (whether or not you own it) without compensation or further notice.

That said, there are limitations to these licenses as follows:

You may make any recognition about you private on the Services. You can also set all recognitions to be private.

You may close your account at any time by contacting feedback@preciate.com, however this exception will not result in any of your content being deleted if (1) the content was already accessed by a third party and (2) content retention is required for compliance or legal reasons.

Any feedback you give or communication you have with Preciate may be recorded and you agree that it may be shared with others without any consideration or compensation to you.

SERVICE STANDARDS

You acknowledge that Preciate may change or discontinue any of its Services at any time and Preciate further does not guarantee the storage of your information or the continued display of your information, your profile or your record of achievements. Preciate is not obligated, except to the extent required by law, to provide you with a copy of the content that you or others provide.

BAD ACTORS

You agree that Preciate is not responsible for others’ content or information and Preciate is not always able to prevent bad actors within our Services. You acknowledge and agree that Preciate is not responsible for such bad actors, their actions or the results of their actions.

THIRD-PARTY SERVICES

Preciate may contain links to third-party apps or sites. By connecting with Preciate, you are authorizing the use of such third-party apps or sites that Preciate has deemed necessary to provide its Services. These third-party apps and sites have their own legal terms and privacy policies and were chosen, in part, because their philosophy on Terms of Use and Privacy are similar to Preciate’s. Except to the limited extent it may be required by applicable law, Preciate is not responsible for these other sites and apps – use these other sites and apps at your own risk. Please see our Privacy Policy.

App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Google Play Store (the “App Store”). You acknowledge that the Agreement is between you and Preciate and not with the App Store. Preciate, not the App Store, is solely responsible for the Services, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

a. You acknowledge and agree that (i) the Agreement is concluded between you and Preciate only, and not Apple, and (ii) Preciate, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

b. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

c. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Preciate and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Preciate.

d. You and Preciate acknowledge that, as between Preciate and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

e. You and Preciate acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Preciate and Apple, Preciate, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

f. You and Preciate acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

g. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

Accessing and Downloading the Application from the Google Play Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Google Play Store:

a. You acknowledge and agree that (i) the Agreement is concluded between you and Preciate only, and not Google, Inc. (“Google”), and (ii) Preciate, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Terms of Service.

b. Google is only a provider of Google Play where you obtained the Google Play Sourced Application.

c. Preciate, and not Google, is solely responsible for its Google Play Sourced Application;

d. Google has no obligation or liability to you with respect to Preciate’s Google Play Sourced Application or this Agreement; and

e. You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Preciate’s Google Play Sourced Application.

AUTOMATIC RENEWAL

Rights of Use

Preciate reserves the right to limit, suspend or terminate your use of any of its Services, including the number of socials you host or attend, recognitions you may give or receive or the number of validations you may request. Preciate reserves the right to restrict, suspend, or terminate your account entirely if Preciate believes that you may be in breach of this Agreement or any applicable law or are using the Services for ill-gain or with the objective or effect of causing harm to an individual or entity.

INTELLECTUAL PROPERTY RIGHTS
Preciate reserves all of its intellectual property rights in the Services, logos, trademarks and content. Using the Preciate app or interacting with any of our Services or websites does not grant you any right of ownership to our content or intellectual property including but not limited to images, animation, badges or sounds.

Except with respect to user content, Preciate and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Any future release, update or other addition to the Services shall be subject to this Agreement. Preciate, its suppliers and service providers reserve all rights not granted in this Agreement.

REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT

Preciate takes claims of copyright infringement seriously. Preciate will respond to notices of alleged copyright infringement that comply with applicable law. If you are a copyright owner or an authorized agent thereof (the “Copyright Owner”) and believe that any content on Preciate’s Services infringes your copyrights, you may submit a notification pursuant to Title 17, United States Code, Section 512(c)(3), the DMCA (“DMCA Notice”). The DMCA Notice of claimed infringement must be a written communication provided to the designated agent of Preciate that includes the following information:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:
Ed Stevens
2346 Victory Park Lane, Suite 2, Dallas, TX 75201
Phone: 415.779.5970
Email:dmca@preciate.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

COUNTER NOTIFICATION PROCEDURES

If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

REPEAT INFRINGERS

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

RECOMMENDATIONS

We will use the information and data that you and others provide, as well as information about your use of Preciate, to make recommendations for content and features that may be useful to you. Completing your profile and keeping it accurate and up-to-date, helps us to make these recommendations more relevant to you.

NO WARRANTY

TO THE EXTENT ALLOWED UNDER LAW, PRECIATE AND ITS AFFILIATES (AND THOSE THAT PRECIATE WORKS WITH TO PROVIDE THE PRECIATE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON-INFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULL EXTENT PERMITTED BY LAW, PRECIATE, AND THOSE THAT PRECIATE WORKS WITH TO PROVIDE ITS SERVICES, SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT).

IN NO EVENT SHALL THE LIABILITY OF PRECIATE AND THOSE THAT PRECIATE WORKS WITH TO PROVIDE ITS SERVICES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE GREATER OF (A) the total Fees paid by you to for the services in the six (6) months prior to the event giving rise to the claim (B) US $100.

PRECIATE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND PRECIATE AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF PRECIATE AND THOSE THAT PRECIATE WORKS WITH TO PROVIDE ITS SERVICES HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

TERMINATION

Both you and Preciate may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

• Our rights to use and disclose your feedback;
• Registered members and/or Non-registered members' rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination;
• Any amounts owed by either party prior to termination remain owed after termination;
• Sections: Bad Actors, Intellectual Property Rights, No Warranty, Limitation of Liability, Governing Law and Dispute Resolution, Miscellaneous.

GOVERNING LAW AND DISPUTE RESOLUTION

You and Preciate agree that the laws of the State of Texas, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. You and Preciate both agree that all claims and disputes can be litigated only in the federal or state courts in Dallas County, Texas, USA and you and Preciate each agree to personal jurisdiction in those courts.

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Preciate and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Preciate, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Preciate may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: 2346 Victory Park Lane, Suite 2, Dallas, TX 75215. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Preciate will pay them for you. In addition, Preciate will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Preciate. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND PRECIATE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Preciate are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Texas. All other disputes, claims, or requests for relief shall be arbitrated.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 2346 Victory Park Lane, Suite 2, Dallas, TX 75215, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Preciate username (if any), the email address you used to set up your Preciate account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Preciate.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Preciate makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Preciate at the following address: 2346 Victory Park Lane, Suite 2, Dallas, TX 75215.

Preciate Network Code of Conduct

1. You will comply in intent and action with laws applying to Internet sites and social apps including, but without limitation to privacy laws, intellectual property laws, anti-spam laws, cyber-stalking laws, export control laws, tax laws, and regulatory requirements;

2. You will provide only accurate, truthful information about both yourself and those you recognize and validate;

3. You will not mirror, frame or simulate the appearance or function of the Services whether on one of the Preciate apps, on the web, or elsewhere;

4. You will create only one Preciate account, it will be for yourself and you will use only your real name on your account;

5. You will not create an account for any other person, real or fictitious;

6. You will use the Services in a way which does not aim to cause harm to any individual or entity;

7. You warrant that you will not develop or use software or any means now invented or available in the future to reverse engineer or circumnavigate the system or tamper with the Services it provides in any way;

8. You warrant that you will not disable, tamper with or override any security feature within the application;

9. You will not disclose any information that is not yours personally to disclose. You will not reveal any personal or proprietary information of others or trade secrets of any company or entity;

10. You will do nothing to put an undue load on the system or any of its applications that may compromise its performance or cause Service interruption.

Miscellaneous

Lack of effort to enforce any section of this Agreement is not a waiver of Preciate’s right to enforce such section. You may not assign or transfer this Contract (or your Registered User status) to anyone without Preciate’s express written consent. However, you agree that Preciate may assign this Contract to its affiliates or a party that acquires Preciate, Inc. without your consent. Except as set forth in in the Dispute Resolution Section above: (i) each provision of this Agreement shall be considered separable and, (ii) to the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law. Preciate shall not be deemed by any act or omission to have waived any of its rights or remedies under this Agreement unless such waiver is in writing and signed by Preciate. This Agreement, together with any Supplemental Terms, is the only agreement between you and Preciate regarding the Services and supersedes all prior written or verbal agreements for the Services. You agree that, unless otherwise expressly set forth herein or in any Supplemental Terms, any legal notice must be provided to Preciate at our address at 2346 Victory Park Lane, Suite 2, Dallas, TX 75215.

Content Issues

We provide a process in the smartphone apps and on the platform under a Registered Member’s profile where one may report content posted by other Registered Members. Alternatively, Non-registered Members may contact feedback@preciate.com to report violators of our Code of Conduct and bad actors.

Contact Us

Preciate may be reached by contacting through the Help function within the Preciate apps or emailing support@preciate.com.

Changes to the Terms of this Agreement

From time to time, Preciate may be update this Individual User Terms of Use Agreement. If material changes are made to the Individual User Terms of Use Agreement, Preciate will provide due notice through its Services. If you object to any changes, you may contact Preciate at feedback@preciate.com and close your account. Your continued engagement in our services after notification serves as your acknowledgement of acceptance of any changes.