Elicit

" TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST DATA OR PROFITS, ARISING OUT OF OR RESULTING FROM YOUR USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID, IF ANY, BY YOU TO US FOR A PAID SUBSCRIPTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE A MEMBER OR USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. THESE LIMITATIONS APPLY EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE"

" Class Action Waiver . YOU AND WE 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, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void."

"You agree that in the event we are unable to collect fees and charges owed under these Terms of Service through your credit card (or other approved payment mechanism), we may take any other steps we deem necessary to collect such fees and charges from you and that you will be responsible for all costs and expenses incurred in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that we may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. Unless otherwise set forth in the applicable Pricing Plan, you may cancel your Paid Subscription at any time. If you cancel your Paid Subscription, you will not be billed for any additional further periods, and your Paid Subscription will continue until the end of the then-current Paid Subscription term following which your Account shall revert to a free Account, subject otherwise to these Terms of Service. If you cancel your Paid Subscription, you will not receive a refund of any amounts which you have already paid, or be relieved of your obligation to pay amounts due."

" In the event that you have selected a paid subscription for the Service (“Paid Subscription”), you agree that we may charge to your credit card (or other approved payment mechanism selected by you) all amounts due and owing for the Paid Subscription, including subscription fees, taxes and any other fee or charge associated with the Paid Subscription, as set forth in the pricing plan (the Pricing Plan ) selected by you. Your Paid Subscription is subject to any terms, conditions and restrictions described in the Pricing Plan. Unless stated otherwise, all fees and charges shown by us are exclusive of taxes and regulatory fees. You are responsible for all taxes and regulatory fees. Where applicable, taxes and regulatory fees will be charged by us in accordance with applicable laws and regulations. The taxes and regulatory fees charged can be changed without notice. All payments made by you with respect to a Paid Subscription under these Terms of Service will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under these Terms of Service and the applicable Pricing Plan. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under these Terms of Service. "

" If you engage, or attempt to engage, in any of the above activities or uses, or otherwise use the Services in violation of the above or these Terms of Service or in a manner that we deem inappropriate, we may suspend or terminate your Account and your access to the Service."

" THE SERVICE AND ALL RELATED MATERIALS AND CONTENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE AVAILABILITY OF THE SERVICE OR ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. WE ARE NOT RESPONSIBLE FOR ANY OF YOUR CONTENT OR ANY OTHER USER’S CONTENT, INCLUDING CONTENT THAT VIOLATES THESE TERMS OF SERVICE OR THAT IS INCORRECT, INCOMPLETE, INACCURATE, OR OFFENSIVE, WHETHER SUCH CONDITION IS CAUSED BY USERS OF THE SERVICE, MEMBERS, OR BY ANY OF THE SOFTWARE OR INFRASTRUCTURE ASSOCIATED WITH OR USED TO PROVIDE THE SERVICE. WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY’S SERVICES OR PERFORMANCE, INCLUDING ANY THIRD PARTY PROVIDING SERVICES, DATA, OR INFRASTRUCTURE FOR THE SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE'S USE OF THE SERVICE, ANY CONTENT POSTED ON THE SERVICE OR TRANSMITTED TO OTHER USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE. THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW."

" Please read these terms of service carefully. They contain important information regarding your legal rights, remedies and obligations. If you do not agree to any part of these terms of service, you may not use or access the service. Important notice regarding arbitration: if you are located in the united states of america, when you agree to these terms you are agreeing (with limited exception) to resolve any dispute between you and us through binding, individual arbitration, rather than in court. Please review carefully the section entitled “dispute resolution” below for important details regarding arbitration. We are Elicit Research, PBC, and we and/or our affiliates (collectively, “we,” “us” or “our”) offer a service (the “Service”) via our website(s), including without limitation elicit.com (collectively, the “Site”). These Terms of Service (“Terms of Service”) are a legally binding agreement between you (which means you individually if you are using the Service for your own personal use, or your employer if an individual is using the Service on behalf of his or her employer and has authority to legally bind such employer). By registering for an account (“Account”), accessing or using the Service, or otherwise indicating your assent to these Terms of Service, you agree that you have read, understand, and agree to be bound by these Terms of Service, whether or not you establish an Account and are a registered member (“Member”) of the Service and whether or not you submit any data, text, information, or other content through the Service, whether by direct submission or by a web link (collectively “Your Content”). "

" These Terms of Service and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflicts of laws provisions. Except as otherwise expressly set forth in the section entitled “Dispute Resolution” below, the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the state and federal courts located in San Francisco County, California. You waive all claims of lack of personal jurisdiction and forum non conveniens in such courts."

" Mandatory Arbitration of Disputes . If you are based in the United States of America, we each agree that any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. We each agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms of Service, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Service."

" Conducting Arbitration and Arbitration Rules . The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms of Service. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org "

" Location of arbitration . The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, we will pay them for you. We will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any."

" Severability . With the exception of any of the provisions in sub-section (g) above (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms of Service is invalid or unenforceable, the other parts of these Terms of Service will still apply."