MEMBIT TERMS OF SERVICE

Last Updated: November 15, 2015

This Membit Terms of Service ("TOS" or this “Agreement”) governs any access to and use of the Membit mobile geolocative photo sharing application (together with any updated, modified, new and successor versions thereof, the “Membit App”) and any associated services, applications, websites and social media channels (collectively, together with the Membit App, the “Company Services”) offered or made available by Membit Inc. ("Company" or “we/us”). This TOS is subject to modification from time to time as described below and You can review the most current version at any time on our website at: www.membit.co/terms-of-service.html and/or where the Membit App can be downloaded. By accessing and/or using the Membit App or any other Company Services (including by downloading or installing the Membit App), you (“You”) accept and agree to be bound by, and become a party to, the terms and provision of this TOS. If You do not agree to the terms and conditions of this Agreement or if You are not authorized to enter into or be bound by this Agreement, then do not access or use the Company Services and do not download or install the Membit App. This TOS is a legal agreement between You and Company (entered into as of the first date You access, use, download or install the Membit App or other Company Services) and applies to You whether You are a user of the Membit App and/or other Company Services, a visitor accessing publicly available portions of the Company Services, or any other individual or entity accessing or using the Company Services (collectively, "Users"). All access to and use of the Membit App or other Company Services by You, including any content, information, products or services therein, are subject to the terms and conditions of this Agreement and conditioned upon You becoming a party hereto.

I. USE OF THE MEMBIT APP AND OTHER COMPANY SERVICES; USER ACCOUNTS

A. Company Services. Provided You have agreed to comply with and are bound by this Agreement, You may use the Company Services (excluding the Membit App which is addressed below), subject to and in compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Your right to access and use the Company Services is non-exclusive, non-transferable, non-sublicenseable, and fully revocable. Use of any Company Services that are subject to special registration, restricted access or payment is further subject to the other terms and conditions specified by the Company as applicable to the use of such other Company Services. You agree that we may collect location information from your mobile device when using the Membit App or other Company Services and understand that such location information is required for the Membit App and potentially other Company Services to properly or fully function. If you use a mobile device, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply.

B. the Membit App Software Application.

Download and Installation; Updates. The Company Services include the Membit App to be downloaded and installed by You through an authorized, designated applications store such as Apple’s App Store, Google Play or similar sources of mobile applications (each a “Hosting Store”). Your download and use of the Membit App is also subject to the applicable terms and conditions of such Hosting Store. In order to download, install and run the Membit App, You must have one of the supported mobile or other computing devices with a supported version of the applicable operating system thereon. Company may, in its sole discretion, provide You with updates to any of the Membit App as part of this Agreement but has no obligation to do so.

License. Provided You have agreed to comply with and are bound by this Agreement, Company grants You a personal, limited, non-exclusive, non-transferable, non-sublicenseable, freely revocable license to install and run the version of the Membit App you have downloaded from a Hosting Store on an Authorized Device (as defined below) for personal use, subject to and in compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. This license is limited to one instance of the Membit App on one Authorized Device, except to the extent multiple instances and/or computers or devices are expressly authorized by the terms and conditions of the applicable Hosting Store. The Membit App is provided to You under the limited license above and is not sold to You.

Authorized Computer or Device. You represent and warrant that the mobile or other computing device with which You intend to download, install and run the Membit App is (a) compliant with the applicable terms and conditions of the Hosting Store where such the Membit App is being obtained; and (b) either owned by You or owned by someone who has authorized You to use it for such purpose (an “Authorized Device”). You agree, with respect to all users of the device on which You have caused the Membit App to reside, to provide a copy of this Agreement and to obtain their consent to this Agreement before allowing them to use the Membit App. Alternatively, if You have the legal right to accept this Agreement on behalf of one or more users of the device on which You have caused or authorized the Membit App to reside (and you have the authority to bind such users to this Agreement), then You hereby accept this Agreement on behalf of all such other users (who shall be subject to this Agreement as if they were You hereunder). You understand that the presence of the Membit App on any device is voluntary and that You may remove it at any time.

C. Proprietary Rights. Title to and ownership of the Company Services (including the Membit App), including all intellectual property rights therein and thereto, are and shall remain the exclusive property of Company and its suppliers and licensors, and, subject to the limited rights and license expressly granted hereunder, Company and its licensors retain all right, title and interest in and to the Company Services (including the Membit App) and in and to all of Company’s other intellectual property rights. No intellectual property or other rights or licenses are granted or otherwise provided by Company under this Agreement, by implication, estoppel or otherwise, beyond those expressly provided for herein.

D. Restrictions and Limitations. You shall have no right to, and shall not, reverse engineer, disassemble, decompile, copy, modify, spider, crawl, or create derivative works of or based on, sell, resell, display, distribute, disseminate, rent or lease the Company Services (including the Membit App) or any part thereof, except to the extent applicable law otherwise requires You to be allowed to do so. You shall not remove, alter or conceal any copyright or trademark or other proprietary rights notices incorporated in or accompanying the Company Services (including the Membit App). You shall comply with all applicable laws in your use of the Company Services (including the Membit App) and shall not use any of them for purposes for which they are not designed. You shall immediately notify Company of any violation of the restrictions or limitations on use or access to the Company Services specified in this Agreement. Company may also suspend or terminate a User’s account and/or access to the Company Services (or the Membit App) at any time and for any reason (or no reason), in its sole discretion.

E. User Accounts and Information: If You sign up or register with Company and/or set up your Company account, You agree, represent and warrant that all information provided by You to Company upon sign up and/or registration and at all other times through the Company Services will be true, accurate, current and complete. If any material information you provided to the Company in connection with the Company Services changes or is updated, You agree to promptly notify the Company about such changes and provide updated information. In the event you change or deactivate your mobile telephone number, you agree that you will update your account information on the Company Services within 48 hours to ensure that communications are not sent to the person who acquires your old number. In some cases you may sign-up or access and login to your account for the Company Services through Facebook or similar third party services, in which case You hereby authorize the Company to access and interface with your Facebook account and any associated information provided in connection therewith. You are entirely responsible for maintaining the confidentiality of your account information and password. You agree not to (a) use the account, username, or password of another User, or (b) disclose your password to, or share your account with, any third party or allow or authorize any individual or entity to use your account or user ID with Company. You agree to notify Company immediately if You suspect any unauthorized use of your account or access to your password or account. You are solely responsible for any and all use of your account.

F. Minimum Age Requirement. You must be at least 16 years of age or older to sign-up or register for, or install or use, the Membit App or other Company Services. If You are under 16 years of age, You are not permitted to use the Membit App or other Company Services. If you are under the age of 18, You represent and warrant that You are either an emancipated minor or possess legal parental or guardian consent to download and use the Membit App

II. USER CONTENT

A. Content From You. In connection with the use of the Membit App and other Company Services, You and other Users may submit or share photographs, corresponding location information, messages, information and other content. Company prohibits copyright infringement or the infringement of other intellectual property rights through the Company Service. Company respects the copyright and other rights of content owners and requires its Users to do the same when using the Company Service. Accordingly, You understand that all photographs, information, text, messages, other communications, video, music, movies, data, software, sound, photographs, location data, graphics or other materials, in any event excluding all Company Content (as defined below), submitted, shared, posted, uploaded, provided, displayed, transmitted, streamed, broadcast or otherwise made accessible (collectively “Shared”) on, to or through the Membit App or other Company Services (collectively, "User Content"), are the sole responsibility of the person from which such User Content originated. You affirm, represent and warrant that You own or have the necessary licenses, rights, consents and permissions to Share any User Content You Share on, through or to the Membit App or other Company Service and to grant Company the rights in such User Content set forth herein. You further agree that User Content You Share on, through or to the Company Service will not contain third party copyrighted material or material that is subject to other third party proprietary rights, unless You have the necessary permissions from the rightful owner of the material. In particular, and without limitation, before Sharing User Content through the Company Services which originates from a third party website, application or service, You must first ensure that You have the right to do so in accordance with the terms and conditions for such website, application or service.

B. Inappropriate and Illegal Content. You agree not to Share any User Content on, through or to the Membit App or other Company Services that is contrary to applicable laws and regulations or that (a) is pornographic, sexually explicit, obscene, indecent or contains child pornography, (b) depicts real-life abusive, violent or illegal activity (subject to reasonable exceptions for legitimate news and educational materials), (c) communicates hate speech, bigotry, threats, harassment, intimidation or invades another’s privacy, (d) discloses private information (such as addresses, phone numbers, social security numbers or credit card numbers) without permission, (e) is libelous, defamatory, fraudulent, deceptive or otherwise violates the rights of others, or (f) infringes, misappropriates or violates any patent, trademark, copyright, trade secret or other proprietary right or privacy right of any party.

C. Other User’s Content. You understand that by using the Company Services, You may be exposed to User Content that is offensive, indecent, inaccurate, objectionable or otherwise inappropriate. We may or may not (and are not required to) screen, monitor or control the User Content Shared on, through or in the Company Services, including any communications, information or other User Content from other Users or other parties. Under no circumstances will Company be liable in any way for (and You release Company from, and waive any rights to bring or assert any claims for, any liabilities arising from) any User Content, including any errors or omissions in any User Content, any modification, loss or deletion of any User Content, or any loss or damage of any kind incurred as a result of the use of or reliance upon any User Content.. You may not use User Content that is Shared on, through or to the Company Services in a manner that exceeds the rights granted for your use of such User Content, which includes unauthorized copying, display, use or distribution of the User Content or creating an unauthorized derivative work.

E. Rights to User Content. You retain any intellectual property rights in the User Content You Share on, through or in the Company Services. Subject to the restrictions described in the Privacy Policy below, by Sharing User Content on to, or through the Company Services, You grant Company, under all intellectual property rights in, to and under such User Content, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable license to distribute, reproduce, modify, sell, perform, transmit, publish and display and otherwise use such User Content in, to or with the Membit App and other Company Services and associated businesses of the Company (as well as any successors to the Company Services). You understand and acknowledge that any User Content You Share will not be kept confidential except as expressly provided for in the Privacy Policy. Without limiting the foregoing, Company cannot guarantee or warrant that You will remain anonymous in connection with your use of the Membit App or other Company Services and you acknowledge that Company may need to reveal your identity under certain circumstances, such as may be required to comply with applicable laws or regulations or as may be required to operate the Company Services or as otherwise specified in the Privacy Policy, and you also acknowledge that information you voluntarily Share with other Users through the Company Services may also reveal your identity.

F. Removal and Cessation of Content Sharing. Company reserves the right to remove, delete, block, edit or modify any User Content or suspend or stop the Sharing of User Content at any time, without prior notice and at in its sole discretion for any reason or no reason.

III. USER CONDUCT

You agree that You are responsible for your own conduct and User Content while using the Membit App or other Company Services and for any consequences thereof. You agree to use Company Services (including any the Membit App) only for purposes that are legal, proper and in accordance with the Agreement. By way of example, and not as a limitation, You agree that when using Company Services (including any the Membit App), You will not:

(i) Transmit, distribute or propogate mass communications, promotions or spam or repeated political or commercial messages;

(ii) Enter, store, upload or transmit viruses, malware or harmful or destructive code or disrupt the integrity or performance of the Membit App or other Company Services;

(iii) Use the Company Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Company Services or that could damage, disable, overburden or impair the functioning of the Company Services;

(iv) Collect any personal information about other Users, or intimidate, threaten, stalk or otherwise harass other Users of the Company Services;

(v) Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Company Services, Users or third parties;

(vi) Conduct any advertising or commercial activity on or through the Company Services without the prior written permission of Company;

(vii) Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Company Services or collect information about Users for any unauthorized purpose;

(viii) Submit or otherwise Share User Content that falsely expresses or implies that such User Content is sponsored or endorsed by Company; and

(ix) Create user accounts by automated means or under false or fraudulent pretenses;

International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence. You are solely responsible for any data or other charges imposed by your mobile carrier or other third party service providers that you use in connection with your mobile or other computing device with respect to your use of the Membit App or other Company Services.

IV. PRIVACY POLICY

Registration data, photographs and other information about or submitted by You, including data collected about your use and activities on the Company Services, are subject to Company's privacy policy ("Privacy Policy"). For more information, see the full Company Privacy Policy at www.membit.co/privacy.html You understand that through your use of the Membit App or other Company Services, You consent to the collection, storage and use of this information as described in this Agreement and in accordance with such Privacy Policy.

V. COMPANY INFORMATION AND MATERIALS

A. Company Content. Company may provide certain information and other content on, through or to the Membit App and other Company Services. "Company Content" mean all information, content, data, graphics, communications, video, music, movies, data, text, software, sound, photographs, graphics, messages and other materials originating from Company (or its non-User licensors) and made available through the Membit App or other Company Services, as well as any Company logos, marks, names or designs. Company and its licensors own and reserve all rights, title and interest, including all worldwide intellectual property rights, in and to the Company Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Content. You will not, and have not rights to, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Company Content.

B. Company Marks and Trade Dress. The Company name and logo are trademarks of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company.

C. No Reliance On Content. All Company Content and User Content are provided for your convenience only on an “as is” basis without warranty of any kind. Company does not endorse, support, represent or guarantee the qualifications, expertise, experience or identity of the providers of any such Company Content or User Content, and Company does not warrant, guarantee, support, verify or otherwise have any responsibility for the completeness, truthfulness, accuracy, desirability, profitability or reliability of any Company Content or User Content, including without limitation any information contained therein or any information or communications posted on, obtained from or available through, the Membit App or other Company Services. All use of and reliance upon any such content and information (or any Company Content or User Content generally) by You shall be solely your responsibility and at your sole risk.

VI. THIRD PARTY LINKS AND APPLICATIONS

A. Links. The Company Services (including the Membit App) may contain links or other connections to third party websites, applications, services or resources. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites, applications, services or resources or the content, products or services on or available therefrom. Links or connections to such websites, applications, services and resources do not imply any endorsement by Company thereof or of the content, products or services thereon. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, applications, services or resources and compliance with any applicable terms and conditions that they impose.

B. Third Party Services and Applications. The Company Services may reach, interoperate with, or facilitate the use of third party services and software applications. Use of any such third party services and applications is subject to the terms and conditions of any applicable terms of use, terms of service, privacy policies or similar agreements and policies of such services and applications. You agree to abide by those terms and conditions with respect to any such services or applications. Your use of all such services and applications is at your own risk and we are not responsible for any aspect of such services and applications.

VII. REMOVAL OF INFRINGING CONTENT.

A. Content Removal Policy and DMCA Compliance. The Company has a policy of removing any material on the Company Services that infringe another’s intellectual property rights upon proper notice. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If a rights holder believes that User Content has been copied in a way that constitutes copyright infringement, such rights holder or its agent or designee should provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) contact information, including address, telephone number and email; (v) a statement by the rights holder or its designee indicating a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that the author is authorized to act on behalf of the copyright owner.

B. Notices of Infringement. Notice of alleged copyright infringement or other legal notices regarding User Content appearing on the Company Service shall be sent to info@membit.co. Company reserves the right to remove, block or otherwise stop the Sharing of User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion.

VIII. CONFIDENTIALITY

A. Confidential Information: As used herein, "Confidential Information" means all non-public or proprietary information disclosed to You by Company or made available by Company through the Membit App or other Company Services, whether orally, in writing or otherwise. Confidential Information shall include non-public aspects of the Membit App and other Company Services (including details on how they function and are structured and organized, details of the content and materials contained therein, and its systems, procedures, and processes), as well as technical information, product plans and designs.

B. Restrictions on Use and Disclosure: You shall use diligent efforts to preserve the confidentiality of the Confidential Information. You agree (i) not to use any Confidential Information for any purpose other than to use the Membit App and other Company Services in accordance with this Agreement and perform your obligations under this Agreement, and (ii) not to disclose any Confidential Information to anyone else.

C. Exclusions: Notwithstanding the foregoing, You may disclose Confidential Information if You are compelled by law to do so, provided You give Company prior notice of such compelled disclosure (to the extent legally permitted and reasonably practicable) and reasonable assistance, at Company's cost, if Company wishes to contest the disclosure. Furthermore, the foregoing restrictions on use and disclosure shall not apply to any information that (i) is or becomes generally known to the public without breach of any obligation owed to Company, (ii) was known to You prior to its disclosure or availability by or from Company as evidenced by contemporaneous documentation, (iii) is rightfully received from a third party without confidentiality restrictions and without breach of any obligation owed to Company, or (iv) was independently developed by You without use of or reference to the Confidential Information.

IX. TERMINATION AND MODIFICATION OF COMPANY SERVICES & AMENDMENT OF AGREEMENT.

A. Termination and Modification. Company reserves the right, in its sole discretion, at any time to modify, augment, limit, suspend, discontinue or terminate the Membit App or other Company Services without advance notice. All modifications and additions to the Membit App or other Company Services shall be governed by this Agreement, unless otherwise expressly stated by Company in writing. Company may also modify or amend this Agreement in its sole discretion without advance notice by posting the modifications or amended Agreement on the website listed in the first paragraph of this TOS above or in the Hosting Stores in connection with the Membit App or in publicly accessible portions of the Company Services. All modified terms and conditions will be effective after they are posted (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to You, your sole remedy is to cease using the Membit App and other Company Services, and, if applicable, cancel your Company account. By continuing to access or use the Membit App or other Company Services after Company posts any such revision to this Agreement, You agree to be bound by the revised Agreement. This Agreement may not otherwise be modified or amended, except with the written agreement of both parties.

B. Termination of User. Without limiting other remedies, Company may immediately terminate or suspend your access to the Membit App and/or other Company Services and remove any material (including User Content) from the Company Services or our servers, in the event that You breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit or suspend your access to or use of the Membit App and/or other Company Services at any time and for any reason or no reason.

C. Effect of Termination: After any termination of this Agreement: You understand and acknowledge that we will have no further obligation to provide or allow access to the Membit App or other Company Services. Upon termination, all licenses and other rights granted to You by this Agreement will immediately cease. Company is not liable to You or any third party for termination of the Company Services or termination of your use of the Company Services or the Membit App. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING ANY USER CONTENT OR OTHER USER SUBMISSIONS) THAT YOU HAVE SUBMITTED, POSTED, UPLOADED OR OTHERWISE MADE AVAILABLE ON THE COMPANY SERVICES OR WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law, Company will have no obligation to store or maintain (or delete or destroy) any User Content or other information stored in our database related to your account or to forward any information to You or any third party.

Any suspension, termination or cancellation of this Agreement or the Company Service will not affect your obligations to Company under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

X. INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

A. Indemnification. You agree to defend, indemnify, and hold Company, its officers, directors, employees, agents, publishers, collaborators and business partners harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Membit App, other Company Services, Company Content and User Content; (ii) your violation of the Agreement; (iii) your violation of any applicable laws, rules or regulations; (iv) any User Content posted, uploaded, provided or otherwise Shared by You; or (v) any interactions or disputes between You and another User.

B. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE COMPANY SERVICES (INCLUDING THE MEMBIT APP), COMPANY CONTENT AND USER CONTENT IS AT YOUR SOLE RISK AND COMPANY SHALL NOT BE LIABLE FOR ANY INABILITY TO USE, OR ANY DELAYS, ERRORS OR OMISSIONS WITH RESPECT TO THE COMPANY SERVICES. THE COMPANY SERVICES (INCLUDING THE MEMBIT APP), COMPANY CONTENT AND USER CONTENT AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMPANY SERVICES (INCLUDING THE MEMBIT APP), COMPANY CONTENT AND USER CONTENT, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

COMPANY MAKES NO WARRANTY THAT (i) THE COMPANY SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE COMPANY SERVICES WILL BE UNINTERRUPTED, AVAILABLE FOR USE AT ANY GIVEN TIME, TIMELY, SECURE, OR ERROR-FREE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE COMPANY SERVICES WILL BE ACCURATE, RELIABLE OR OTHERWISE MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN ANY SOFTWARE AVAILABLE THROUGH THE COMPANY SERVICES WILL BE CORRECTED.

C. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PUBLISHERS, COLLABORATORS, BUSINESS PARTNERS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE MEMBIT APP, OTHER COMPANY SERVICES, COMPANY CONTENT, USER CONTENT, INFORMATION AND RESULTS AND OTHER CONTENT AND INFORMATION AVAILABLE THROUGH THE COMPANY SERVICES, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL COMPANY'S (OR ITS AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’ AND LICENSORS’) CUMULATIVE LIABILITY TO YOU EXCEED TWO HUNDRED US DOLLARS (US $200), EXCEPT TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You to the extent applicable law so requires.

XI. ADDITIONAL USER REPRESENTATIONS

You acknowledge, represent and warrant that: (a) You own the computer or device on which You are installing the Membit App, or have the authority to install the Membit App on such computer or device; (b) your installation and/or use of the Company Services will not violate any local, state or federal laws that apply to You; (c) Company is not causing the Membit App to be installed on your computer or device, but has provided the Membit App to You, which You are installing of your own volition; (d) You have read and fully understand the terms of this Agreement; (e) You have due authority and adequate legal capacity to enter into this Agreement; (f) You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement; and (g) You are at least 16 years old, as the Company Services are not intended for children under 16.

XII. GENERAL INFORMATION

The Agreement constitutes the entire agreement between You and Company and supersedes any prior agreements, understandings or arrangements between You and Company. You may not assign the Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company. Any purported assignment or delegation by You without the appropriate prior written consent of Company will be null and void. Company may freely assign the Agreement or any rights hereunder without your consent. The Agreement and the relationship between You and Company shall be governed by the laws of the State of New York, without regard to or application of its conflict of law provisions, rules and principles. You agree to submit to the personal jurisdiction of the courts located in New York, New York for the purpose of litigating all such claims. Further You agree that You must bring any claim arising out of or related to this License Agreement, or the relationship between You and us, within one (1) year after the claim arises, or the claim will be permanently barred. The failure or delay of Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision to the full extent consistent with applicable law, and the other provisions of the Agreement remain in full force and effect. You and Company are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

Company may provide notices to You with respect to this Agreement, the Membit App or the Company Services by posting such notices on the website listed in the first paragraph of this TOS above or in the Hosting Stores in connection with the Membit App or in publicly accessible portions of the Company Services or by sending them to You via an app alert, email message to your e-mail address, cell phone number or other contact address You provide upon registration or setting up your account. Any such notices shall be deemed properly and timely given to You hereunder. You consent to the use of: (a) electronic means to complete this Agreement and to provide You with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Company Services.

XIII. VIOLATIONS AND COMMENTS

Please report any violations of the Agreement or provide any comments or questions by emailing us at info@membit.co You agree, however, that: (i) by submitting ideas regarding the Company Services (including the Membit App) to Company or any of its employees or representatives, You automatically forfeit your right to any intellectual property rights in these ideas; and (ii) ideas regarding the Company Services (including the Membit App) submitted to Company or any of its employees or representatives (including any improvements or suggestions) automatically become the property of Company. You hereby assign and agree to assign all rights, title and interest You have in such comments, suggestions, improvements and ideas to Company together with all intellectual property rights therein.