OwlMeans

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS AGREEMENT CONTAINS PROVISIONS REQUIRING THAT YOU AGREE TO THE USE OF ARBITRATION TO RESOLVE ANY DISPUTES ARISING UNDER THIS AGREEMENT RATHER THAN A JURY TRIAL OR ANY OTHER COURT PROCEEDINGS, AND TO WAIVE YOUR PARTICIPATION IN CLASS ACTION OF ANY KIND AGAINST OWLMEANS INC.

This Subscription Agreement (“Agreement”) is an agreement between OwlMeans Inc (also referred to as “we,” “us,” or “our”) and you, or the Entity you represent, (“you” or “your”) and governs your use of our OwlMeans Channels (as defined below). This Agreement is effective when you click to accept it, use or access the OwlMeans Channels, or otherwise indicate your acceptance of the Agreement. If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to OwlMeans that you have the authority to bind such Entity to this Agreement.

1. OwlMeans Channel Terms

This Agreement governs the use of OwlMeans Inc’s cloud-based publishing solutions (Further “OwlMeans Channel”) that are provided as part of a subscription or require a OwlMeans Inc (OwlMeans Net / OwlMeans Id) account, along with any software made available by OwlMeans Inc in connection with such OwlMeans Channels, including software development kits and OwlMeans Inc’s application programming interfaces (“APIs”) made available in connection with such cloud-based solutions (collectively, the “OwlMeans Channels”).

Your use of the OwlMeans Channels is subject to the applicable provisions in the Terms of Service https://owlmeans.com/terms.html, and any applicable plan or product limits, disclaimers, or other terms presented to you on our website or documentation https://owlmeans.com/help/index.html, each of which are incorporated by reference into the Agreement.

2. OwlMeans Channels

2.1 Access to OwlMeans Channels

Subject to your compliance with this Agreement (including, without limitation, all payment obligations), OwlMeans hereby grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable (except to Affiliates) right, to access and use the OwlMeans Channels. If you are agreeing to this Agreement on behalf of an Entity, such Entity’s Affiliates may also access and use the OwlMeans Channels provided that such Affiliates agree to be bound by the terms of this Agreement, and the Entity remain fully liable for such Affiliates’ actions and omissions in connection with this Agreement as if the Entity had performed such acts and omissions itself. “Affiliate” means any means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

2.2 Use of OwlMeans Channels

2.2.1 Restrictions

Unless otherwise expressly permitted in writing by OwlMeans Inc, you will not and you have no right to:

(a) rent, lease, loan, export, or sell access to the OwlMeans Channels to any third party, or sign up for the OwlMeans Channels on behalf of a third party;

(c) access or use the OwlMeans Channels in a manner that violates or is intended to circumvent OwlMeans Channel-specific usage limits, quotas, or other restrictions set forth in the Agreement;

(d) utilize any framing techniques to enclose any OwlMeans Inc trademark, logo, OwlMeans Channel mark, or other trade dress (“OwlMeans Marks”) or Materials (defined below) or use any meta tags or other “hidden text” utilizing the OwlMeans Marks or Materials without OwlMeans Inc’s written consent

(e) introduce software or automated agents or scripts into the OwlMeans Channels so as to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the OwlMeans Channels;

(f) cover or obscure any page or part of the OwlMeans Channels via HTML/CSS, scripting, or any other means;

(g) reverse engineer the OwlMeans Channels;

(h) process or collect personal or business credit card information on any web property that is receiving Free OwlMeans Channels (as defined below);

2.3 Credentials

You are responsible for maintaining the confidentiality of all usernames, passwords, and other access credentials (such as API tokens and OAuth credentials) created by or assigned to you (“Credentials”) and are solely responsible for all activities that occur with such Credentials.

If you permit third parties to access your OwlMeans Account (e.g., by providing your API token or using OAuth), you do so at your sole risk and OwlMeans Inc will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with such permission. You acknowledge that by permitting a third party to access your OwlMeans Account, the third party may obtain, modify, or delete your account data and settings.

You agree to notify OwlMeans Inc promptly of any actual or suspected unauthorized use of any Credentials. OwlMeans Inc reserves the right to terminate any Credentials that OwlMeans Inc reasonably determines may have been accessed or used by an unauthorized third party and will provide immediate notice of such to you. For your added security, we strongly encourage you to enable two-factor authentication in conjunction with your Credentials.

2.4 Subscription Terms, Renewals, and Cancellations

OwlMeans Channels that are provided to you as Paid OwlMeans Channels may be provided to you on a subscription basis for the length of term that you specified during the initial sign-up process or your first use (“Subscription Term”). All of your subscriptions to Paid OwlMeans Channels with a Subscription Term will automatically renew for periods equal to your initial Subscription Term, and you will be charged at our then-current rates unless you cancel your subscription through the OwlMeans Channels’ account dashboard prior to your next scheduled billing date.

2.5 Customer Content

2.5.1

You and your End Users (as such term is defined in the Privacy Policy) will retain all right, title and interest in and to any data, content, code, video, images or other materials of any type that you or your End Users published to or through the OwlMeans Channels (collectively, “Customer Content”) in the form provided to OwlMeans Inc. Subject to the terms of this Agreement, you hereby grant us a non-exclusive, fully sublicensable, worldwide, royalty-free right to collect, use, copy, store, transmit, modify and create derivative works of Customer Content, in each case to the extent necessary to provide the OwlMeans Channels.

2.5.2

You must obtain all necessary rights, releases and permissions to provide Customer Content to OwlMeans Inc, and Customer Content and its publishing must not violate any applicable local, state, federal and international laws and regulations (“Laws”) (including without limitation those relating to export control or electronic communications). Other than our security obligations under Section 6.2 (Security), we assume no responsibility or liability for Customer Content, and you will be solely responsible for the consequences of using, disclosing, storing, transferring or transmitting Customer Content.

2.5.3

By publishing Customer Content to or through the OwlMeans Channels, you represent and warrant that Customer Content does not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.

2.6 Free & Trial OwlMeans Channels

We may offer free or trial versions of the OwlMeans Channels (“Free OwlMeans Channels”) from time to time. With respect to each such Free OwlMeans Channel, we will make each such Free OwlMeans Channel available to you free of charge until the earlier of (a) the end of the free trial period (if applicable) for which you registered to use the Free OwlMeans Channel; (b) the start date of your Subscription Term for the Paid OwlMeans Channels version of such Free OwlMeans Channel; or (c) termination of the Free OwlMeans Channel by OwlMeans Inc in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with any Free OwlMeans Channels.

2.7 Acceptable Use

You agree not to, and not to allow third parties to use the OwlMeans Channels to: (a) falsely imply any sponsorship or association with OwlMeans Inc; (b) post, publish, store or link to any files, materials, data, text, audio, video, images or other content that infringe on any person’s intellectual property rights or that are otherwise unlawful; (c) distribute viruses, worms, time bombs, Trojan horses, or other malicious code, files, scripts, software agents and programs; (d) facilitate phishing, spamming, or other technical abuse; or (e) engage in any activities that are illegal, including disseminating, promoting or facilitating child sexual abuse material or engaging in human trafficking. You can find more information on our approach to abuse and reporting practices .

3. Third-Party Products and OwlMeans Channels

You may access or use, at your sole discretion, certain third-party products and OwlMeans Channels that interoperate with the OwlMeans Channels (“Third-Party Products”), including, but not limited to, third-party apps provided on OwlMeans Inc, third-party OwlMeans Channel integrations made available through the OwlMeans Id (Net / Account) dashboard or APIs, and third-party products or OwlMeans Channels that you authorize to access your OwlMeans Account using OAuth or other Credentials. OwlMeans Inc does not make any representations, warranties, or guarantees regarding the Third-Party Products and the providers thereof, including, but not limited to, as to their continued availability, security, and integrity. If OwlMeans Inc makes a Third-Party Product available to you, it is on an “AS IS” and “AS AVAILABLE” basis, and OwlMeans Inc may cease providing it without entitling you to any refund, credit, or other compensation. Each Third-Party Product is governed by the terms of OwlMeans Channel, end user license agreement, privacy policies, and/or any other applicable terms and policies of the third party provider. Your access or use of a Third-Party Product is solely between you and the applicable Third-Party Product provider. OwlMeans Inc will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with the installation of, use of, or reliance on the performance of any of the Third-Party Products. Further information related to the apps available via OwlMeans is available on the OwlMeans Inc official site (owlmeans.com).

4. Billing

4.1 Recurring Billing

In order to access those OwlMeans Channels for which we require a fee (“Paid OwlMeans Channels”) you will be required to provide OwlMeans with your credit card information (“Payment Method”). By providing a Payment Method you are authorizing us to charge your Payment Method on a monthly, annual, or pay-as-you-go basis, or as otherwise applicable for the fees associated with the Paid OwlMeans Channels that you use. Any Payment Method that you provide us must be valid, and kept current by you during the Subscription Term. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. OwlMeans Inc will begin billing your Payment Method for the Paid OwlMeans Channels on the day that you begin using such Paid OwlMeans Channels, regardless of whether you have fully configured the Paid OwlMeans Channels as of that date. For OwlMeans Channels subject to usage-based billing, we may initiate a pre-authorization on your credit card for the accrued fees at any point during a billing period. This hold will be removed when the time limit for the hold is up.

4.2 Price Changes

We reserve the right to change the fees that we charge for the OwlMeans Channel, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.

4.3 No Refunds

FEES ARE NONREFUNDABLE. YOU WILL BE BILLED IN FULL FOR THE SUBSCRIPTION TERM IN WHICH YOU CANCEL AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SUCH SUBSCRIPTION TERM. Following any cancellation, however, you will continue to have access to the Paid OwlMeans Channels through the end of your current Subscription Term (except with respect to OwlMeans Channels subject to usage-based billing). We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.

4.4 Taxes

Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against OwlMeans Inc as measured by our net income. Unless you provide us with evidence of an exemption, we will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.

6. Data Processing and Security

6.1 Data Processing

If Customer Content includes the personal data of European data subjects as those terms are defined by EU and UK Data Protection Laws and all data defined as ‘personal information’ under the California Consumer Privacy Act (“CCPA”) (collectively, “Personal Data”), then OwlMeans Inc is a data processor or sub-processor, as applicable, and OwlMeans Inc will handle such Personal Data in compliance with OwlMeans Inc’s Privacy Policy https://owlmeans.com/privacy.html , which is hereby incorporated by reference into this Agreement. “EU and UK Data Protection Laws” means all Laws and regulations of the European Union, the European Economic Area, their member states, Switzerland, and the United Kingdom, applicable to the processing of Personal Data including (where applicable), the Swiss Federal Act on Data Protection, the UK Data Protection Act and the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data).

6.2 Security

We implement security procedures to help protect Customer Content from security threats. However, you understand that your use of the OwlMeans Channel necessarily involves publsihing of Customer Content over networks that are not owned, operated or controlled by us, and we are not responsible for any of Customer Content that is lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that publishing of Customer Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party OwlMeans Channel providers.

7. Compliance

7.1 Compliance with Laws

You will comply with all Laws. You agree that you are responsible for determining whether use of the OwlMeans Channel will satisfy your individual compliance obligations. You will not use the OwlMeans Channel for any reason if you or any party that owns or controls you (if you are a legal entity), are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority. You will not use the OwlMeans Channel to export or re-export any information or technology to any country, individual, or entity to which such export or re-export is restricted or prohibited. You further acknowledge that performance of the Agreement may be subject to U.S. and non-U.S. anti-corruption and anti-bribery Laws, rules, and regulations. You therefore covenants that you will make no payments, including charitable donations, of money or anything of value, nor will such be offered, promised or paid, directly or indirectly, to any person or entity (a) to improperly influence the acts of such person or entity, (b) to induce such person or entity to use its influence with a government to obtain or retain business, or (c) to gain an improper advantage in connection with any business venture or contract in which OwlMeans Inc is a participant.

7.2 Government Restrictions

If you are an agency, department or entity of the United States Government (“Government”), you understands and agrees, that (a) your rights to use, reproduce, release, modify or disclose the OwlMeans Channels, or any part thereof, is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies, (b) the OwlMeans Channels consists of “commercial computer software” and “commercial computer software documentation [ADD LINK],” respectively, as defined in FAR Section 12.212 and DFARS Section 227.7202, or their successor provisions, as applicable and (c) use of the OwlMeans Channels by any Government agency, department or other agency of the Government may further restricted as set forth in the Agreement.

8. Termination of Use; Discontinuation and Modification of the OwlMeans Channel

You will lose your license to use the OwlMeans Channel if you violate any provision of this Agreement. OwlMeans Inc reserves the right to investigate violations of this Agreement. We reserve the right to disable or limit your access to or use of the OwlMeans Channel ("Suspend") or terminate your user account upon receiving any number of DMCA notifications from content owners regarding your website(s), or upon learning through other means that you are a repeat infringer. We may at our sole discretion terminate your user account or Suspend or terminate your use or access to the OwlMeans Channel at any time, with or without notice for any reason or no reason at all. If we determine you have breached Section 2.2 or 2.7, we may immediately Suspend or terminate all or part of your use of the OwlMeans Channels, or limit End User access to certain of your resources through the OwlMeans Channels. We also reserve the right to modify or discontinue the OwlMeans Channel at any time (including, without limitation, by limiting or discontinuing certain features of the OwlMeans Channel) without notice to you. We will have no liability whatsoever on account of any change to the OwlMeans Channel or any suspension or termination of your access to or use of the OwlMeans Channel. You may terminate your account at any time through the OwlMeans Channel’s account dashboard.

9. Ownership; Proprietary Rights

The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, OwlMeans Channels, and all other elements of the OwlMeans Channel (the “Materials”) provided by OwlMeans Inc are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the OwlMeans Channel are the property of OwlMeans Inc or our third-party licensors. Except as expressly authorized by OwlMeans Inc you may not make use of the Materials. OwlMeans Inc reserves all rights to the Materials not granted expressly in this Agreement.

You hereby grant OwlMeans Inc a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, and perpetual license to use or incorporate into the OwlMeans Channels any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) you provide to OwlMeans Inc relating to the OwlMeans Channels.

10. Indemnification

10.1 By OwlMeans Inc

OwlMeans Inc does not guarantee that the OwlMeans Channel service will be free from third-party intellectual property claims. If we become aware of a potential infringement claim related to your use of the service, we may, at our sole discretion and without liability, (a) suspend or terminate your access, (b) remove or disable access to the allegedly infringing content, or (c) modify or replace aspects of the service. You agree that OwlMeans Inc shall have no obligation to defend or indemnify you in connection with any such claim.

10.2 By You

You agree that you will be responsible for your use of the OwlMeans Channel, and you agree to defend, indemnify, and hold harmless OwlMeans Inc and its officers, directors, employees, consultants, Affiliates (as defined above), subsidiaries and agents (collectively, the "OwlMeans Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to, use of, or alleged use of the OwlMeans Channel; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.

11. Disclaimers; No Warranties

THE SERVICE ARE MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE OWLMEANS INC ENTITIES HAVE NO OBLIGATION TO MONITOR, CONTROL, OR VET USER CONTENT OR DATA. AS SUCH, YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE OWLMEANS INC ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICES, ITS SAFETY OR SECURITY, OR THE SERVICES CONTENT. ACCORDINGLY, THE OWLMEANS INC ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES.

THE OWLMEANS INC ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

12. Limitation of Liability

IN NO EVENT WILL THE OWLMEANS INC ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE OWLMEANS INC ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE OWLMEANS INC ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES) OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO OWLMEANS INC TO ACCESS AND USE THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13. Governing Law

This Agreement will be governed by the laws of the State of Delaware without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and OwlMeans Inc agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Delaware for the purpose of litigating all such disputes.

14. Changes to this Agreement

OwlMeans Inc, reserves the right to make modifications to this Agreement at any time. If a revision materially alters your rights we will use reasonable efforts to contact you, including sending a notification to the e-mail address(es) associated with your account. In some instances, such as with Free OwlMeans Channels, you may be required to indicate your consent to the revised terms in order to continue accessing the OwlMeans Channel. Unless otherwise specified, any modifications to this Agreement will take effect at the start of Subscription Term following the notice. If you do not agree with the revised terms, your sole and exclusive remedy will be not to renew your Subscription.

15. Versions

The authoritative version of this document is available at: . While translations of this document may be provided in multiple languages for your convenience, the English language version hosted at the link above is binding for all users of the OwlMeans Channel.

16. General

This Agreement constitutes the entire and exclusive understanding and agreement between you and OwlMeans Inc regarding your use of and access to the OwlMeans Channel. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Subscription Agreement is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 2.5.1 and Sections 9 through 19.

17. Dispute Resolution and Arbitration

17.1 Generally

In the interest of resolving disputes between you and OwlMeans Inc in the most expedient and cost effective manner, you and OwlMeans Inc agree that any and all disputes arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OWLMEANS INC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions

Notwithstanding Subsection 17.1, we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

17.3 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express, or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). OwlMeans Inc's address for Notice is: OwlMeans, Inc., 2810 N Church St Suite 23616 Wilmington, DE, 19802 US. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or OwlMeans may commence an arbitration proceeding.

17.4 No Class Actions

YOU AND OWLMEANS INC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and OwlMeans Inc agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

17.5 Modifications

In the event that OwlMeans Inc makes any future change to this arbitration provision (other than a change to OwlMeans Inc's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to OwlMeans Inc's address for Notice, in which case your account with OwlMeans Inc will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

17.6 Enforceability

Notwithstanding Section 16, if Subsection 17.1 is found to be unenforceable or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 17 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to this Agreement.

18. Consent to Electronic Communications

By using the OwlMeans Channel, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

19. Contact Information

The OwlMeans Channel is offered by OwlMeans, Inc., located at 2810 N Church St Suite 23616 Wilmington, DE, 19802 US. You may contact us by sending correspondence to the foregoing address or by contact forms at owlmeans.com. You may have this Agreement mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for this Agreement.