TapRoots Wisdom Terms of Use

For our Privacy Policy, please go here.

Last Updated: March 31, 2020

TapRoots Wisdom, Inc. offers one of the world’s first platforms to combine the power of a gaming engine and blockchain technologies with a sustainability mission. Our vision is a live-well, play-well ecosystem of daily exploration and fun that forges a healthier self and planet.

Acceptance of these Terms of Use

These terms apply to your use of content and apps, whether on your computer, on a mobile device, on our website www.taproots.local (the “Website”) or any other website, device or platform (each an “app” and together the “Apps”) operated by TapRoots Wisdom, Inc. (“TapRoots,” “we” or “us”). These terms also apply to any other services that we may provide in relation to our Apps or the Website, such as customer support, social media, community channels and other websites that we may operate from time to time. (We refer to all our apps and other services collectively as the “Services” in these terms.)

TapRoots Wisdom, Inc. (“TapRoots”, “we”, or “us”) is making these services available to you for your personal enjoyment and entertainment. We are based in the United States and our services are hosted in the United States. Please read these Terms carefully before you start to use the Services. By using the Services (whether or not you are a registered member), you accept and agree to be bound and abide by these Terms of Service, including any future modifications (“Agreement”), and to abide by all applicable laws, rules and regulations (“Applicable Law”).

Please read through this Agreement carefully. We may modify this Agreement at any time and, to the fullest extent permitted by applicable law, each such modification will be effective upon posting. For this reason, please also ensure that each App remains updated. All material modifications will apply prospectively only. Your continued use of our Services following any modification of this Agreement constitutes your acceptance of and agreement to be bound by the Agreement as modified. It is therefore important that you review this Agreement regularly. These terms are a legal agreement and contain important information about your rights and obligations in relation to our Services. If you do not want to agree to these Terms of Service, you must not use the Services.

PLEASE NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND TAPROOTS WISDOM UNDER THIS AGREEMENT TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT, AND (ii) YOU AND TAPROOTS WISDOM WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. BY USING THIS APP AND ACCEPTING THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT. PLEASE READ IT CAREFULLY.

Accessing the Services and Account Security

Your access to and use of certain TapRoots Wisdom Services may require you to accept additional terms and conditions applicable to such Services, in addition to this Agreement, and may require you to download software or Content (as defined below). In the event of a conflict between any such additional terms and this Agreement, such additional terms will prevail.

We may withdraw or amend the Services, and any related service or content, or restrict access (including by means of cancellation, termination, or modification, or suspension of a User account) to all or certain Users (including you) without notice and without liability to you. Additionally, due to your geographic location, the Services or some of their features, services, or content may be unavailable to you.

User Account, Age Restrictions, Password, and Security

Accounts

To access certain Services, you will be asked to provide registration details or other information, and in order to use such resources, all the information you provide must be correct, current, and complete. From time to time, in order to access the Services or certain apps, services, or functionality, we may require some or all Users to download updated or additional software. The terms of use of such software may be subject to separate agreement between you and TapRoots Wisdom.

If you choose, or are provided with, a User name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential (other than User name), and you must not disclose it to others. You must immediately notify us (via service@taproots.com) of any unauthorized use of your User name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may only access the Services through your own account. Users do not own their accounts, and gifting or otherwise transferring of accounts is prohibited.

We will be entitled to assume that anyone logging into your account using your log in details is either you or someone logging in with your permission. If you fail to keep your login details secret, or if you share your login details or account with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this (including any unauthorized purchases) and agree to fully compensate us for any losses or harm that may result.

We will not be responsible to you for any loss that you suffer as a result of an unauthorized person accessing your account and/or using our Services and we accept no responsibility for any losses or harm resulting from its unauthorized use, whether fraudulently or otherwise.

We reserve the right to delete your account if no activity is conducted by you in relation to the account for 180 or more days. In such event, you may no longer be able to access and/or use any Virtual Money and/or Virtual Goods (as defined below) associated with that account and no refund will be offered to you in relation to the same.

You understand that if you delete your account, or if we delete your account in accordance with these terms, you may lose access to any data previously associated with your account (including, without limitation, your progress through our Apps and/or the level or score you have reached in our Apps and any Virtual Money or Virtual Goods associated with your account).

YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY ACCOUNT THAT YOU CREATE USING ANY OF OUR SERVICES. WE MAY SUSPEND, TERMINATE, MODIFY OR DELETE ANY OF THESE ACCOUNTS AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU.

Your account is personal to you and you are not entitled to transfer your account to any other person. Any distribution by you of your account or related information may result in cancellation of your account without refund.

You may be able to use your User account and/or User ID of the website on which the Services are made available as your User account for that particular Service. If any of the Services require you to open an account directly with us, you must complete the registration process by providing current, complete and accurate information (including, if required, your email address) as prompted by the applicable registration form.

YOU MUST BE 13 YEARS OF AGE OR OLDER TO USE THE SERVICES. You agree that if you are between 13 years and 18 years old, your legal guardian has reviewed and agrees to these terms and is happy for you to access and/or use our Services.

Privacy

Any Content which you provide (and certain other information about you) is subject to our Privacy Policy, which is incorporated by reference into these Terms of Service. See our Privacy Policy for information and notices concerning our collection and use of your personal information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by TapRoots Wisdom. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and you will not be able to opt out of receiving them.

Access

Our Apps are intended solely for your personal and non-commercial use. TapRoots Wisdom may change, suspend or discontinue an App (or any feature thereof) at any time. TapRoots Wisdom may also impose limits on certain features and services offered in connection with an App or restrict your access to parts or all of an App without notice or liability. You acknowledge that from time to time an App may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which TapRoots Wisdom may undertake from time to time; or (iii) causes beyond the control of TapRoots Wisdom or which are not reasonably foreseeable by TapRoots Wisdom.

Termination

Unless terminated by TapRoots Wisdom in its sole discretion, this Agreement remains in full force and effect while you use a TapRoots Wisdom app. You may terminate your account at any time, for any reason, by sending an email to service@taproots.com. Deleting an App will not terminate the account. TapRoots Wisdom may terminate your account and/or access to the Services at any time, for any or no reason, with or without prior notice or explanation, and shall have no liability to you for such termination. Even after your User account or access to the Services is terminated by you or by TapRoots Wisdom, this Agreement will remain in effect with respect to your past and future use of our Apps or Services. Any rights to your account terminate upon your death.

Fees

You acknowledge that TapRoots Wisdom reserves the right to charge fees for any portion of our Services. TapRoots Wisdom will provide you with advance notice of any such fees, including any change in the amount of such fees. If we suspend or terminate your account and/or access to our Services because you have breached the Agreement or violated Applicable Law, you will not be entitled to a refund of any unused portion of such fees or other payments.

Purchasing App Services or Products

In connection with a purchase of any service or product through or within our Apps (“App Products”), you may be required to provide personal information, including your name, address, telephone number, e-mail address, credit card and billing information (collectively, “Personal Financial Information”), to an independent third party (the “Processor”) selected by, but not affiliated with, TapRoots Wisdom. Where the Processor is responsible for collecting, transmitting and/or processing your Personal Financial Information and, in some instances, for fulfilling your order, all payment obligations for App Products shall be governed by the terms of use/service and privacy policy(ies) of the Processor. If you make a purchase within one of our Apps you are warranting that you are authorized to make the purchase using the form of payment that you provide to the Processor. You must be above the age of majority in your jurisdiction of residence to purchase an App Product.

TapRoots Wisdom makes no warranty, and to the fullest extent provided by law, accepts no liability for any loss or damages whatsoever, relating to or in connection with your placement of an order for an App Product with the Processor. TapRoots Wisdom provides no refunds for, makes no warranty for, and to the fullest extent provided by law, accepts no liability regarding purchases you make within an App. You are solely responsible for any and all transactions utilizing your Personal Financial Information, including, but not limited to, any and all charges. To the fullest extent permitted by law, you acknowledge and agree that in the event Processor experiences a data breach that affects your Personal Financial Information, TapRoots Wisdom will in no way be responsible or liable to you for any such breach.

TapRoots Wisdom will not store any record of Personal Financial Information related to purchases or other transactions you make through TapRoots Wisdom Services. You should therefore maintain records of all your transactions. If you have any questions regarding your transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your Personal Financial Information, you must contact the Processor.

Virtual Currency and Virtual App Products

Our Apps may include virtual currencies (“Virtual Money”), items or services for use with our Apps (“Virtual Goods”) or paid subscriptions for Virtual Money and/or Virtual Goods (“Subscriptions”). You acknowledge that TapRoots Wisdom Services may include a component of fictional credits or currency (collectively, “Virtual Currency”).

The Virtual Currency may be used exclusively within the App to gain access to–and certain limited rights to use–virtual items for use exclusively in connection with the App (“Virtual App Products”). Regardless of the terminology used, Virtual Currency represents a limited license right governed solely under this Agreement, and is not redeemable for any sum of money or monetary value from TapRoots Wisdom or any other person or entity at any time. Virtual Currency provided by TapRoots Wisdom includes only a limited license right to use such Virtual Currency in connection with the Virtual App Products. Other than a limited, personal, revocable, non-transferable, non-sublicenseable license to use Virtual Currency in connection with TapRoots Wisdom Services, including in or for any games, applications or other services provided or offered on or through the App and/or Third Party Platforms, and you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY AND VIRTUAL APP PRODUCTS HAVE NO CASH VALUE AND THAT NEITHER TapRoots Wisdom NOR ANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY OR VIRTUAL ITEMS FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT, IF YOUR ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IF YOUR RIGHT TO ACCESS TapRoots Wisdom SERVICES IS TERMINATED, THE VIRTUAL CURRENCY, VIRTUAL APP PRODUCTS AND YOUR ACCOUNT SHALL HAVE NO VALUE.

TapRoots Wisdom reserves the right to charge fees for the right to access or use Virtual Currency or Virtual App Products, as described in the “Purchasing App Services or Products” section above, and/or may distribute Virtual Currency or Virtual App Products without charge, in its sole discretion. For example, TapRoots Wisdom, as part of a sweepstakes or promotion, may provide individuals with a certain amount of Virtual Currency or a certain Virtual App Product. Virtual Currency and Virtual App Products will not expire and will not incur fees for non-use unless specifically disclosed at the time of purchase.

Digital Collectibles. TapRoots Wisdom apps enable Users to personalize, store and/or trade digital collectibles on the blockchain– initially in the form of “Artifacts.” These Artifacts may be earned and customized through our Services and may be subsequently bought and sold in the blockchain marketplace (the “Marketplace”). The rules of buying and selling Artifacts are embodied in self-governing smart contracts and a proprietary Foundry algorithm we designed as part of our flagship App. Users can infuse each Artifact with specific traits and powers, then can trade them via the blockchain. We have no control over and are not responsible for any third-party software or services that are required to access or use the Services.

Registered Users of TapRoots Wisdom apps shall have the possibility of acquiring:

1. virtual currencies – “in-app currency” of the respective app, such as Biyu (bee-yoo)/BXU currency and
2. other virtual items – premium features registered on the blockchain, such as Artifacts (hereinafter a) and b) are jointly referred to as “virtual items“)

After an Artifact is initially traded, we have no control over subsequent transactions. Accordingly, we will have no liability as a result of any transactions that Users engage in with respect to the Services or any collectible Artifacts. Further details on Risks and Fees will be released prior to the beta launch of the flagship app.

In-app currency does not represent real money; there is no fixed exchange rate for it and it is not a means of payment or electronic money. The User shall be prohibited from using the virtual items for commercial purposes. The virtual items are intended for entertainment purposes.

You are solely responsible for all taxes, fees and duties that are imposed or become due in connection with your use of the Services including any transactions involving collectible Artifacts.

You may purchase with “real world” money a limited, non-transferable, non-sub-licensable, revocable license to use (a) “virtual currency,” including but not limited to virtual cash, in-app coins and all other kinds of in-app monies, all for use in our Apps; (b) virtual in-app items (virtual currency and virtual in-app items referred to collectively as “Virtual Items”); and (c) other goods or services (“Merchandise”) within the Services for your personal and non-commercial entertainment. You are only allowed to purchase Virtual Items from TapRoots Wisdom or its authorized partners through the Services, not in any other way. You understand that TapRoots Wisdom has the absolute right to manage, regulate, control, modify or eliminate Virtual Items and may revoke your access to them at any time and for any reason, with or without notice. TapRoots Wisdom shall have no liability to you or any Third Party in the event that TapRoots Wisdom exercises any such rights. You have no claim, right, title, proprietary or ownership interest in any of the Virtual Items regardless of any consideration paid for those virtual items.

You agree that you will not assert or bring any claim against TapRoots Wisdom, its affiliates, directors, officers, employees, agents or licensors relating to (i) a claim that you own any Virtual Items; or (ii) a claim for an alleged monetary value of Virtual Items lost upon deletion or suspension of your account or modification, termination or expiration of these terms.

Fees, Refunds and Return Policy. All sales through the Service are final. You acknowledge and agree that any applicable fees and other charges (including, without limitation, virtual items) are not refundable in whole or in part. You are fully liable for all charges to your account, including any unauthorized charges. TapRoots Wisdom does not issue any refunds or offer any exchanges of any products purchased on or through the Services.

IN ADDITION TO THE FOREGOING, YOU ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE SET FORTH UNDER APPLICABLE LAW, YOU WILL NOT BE REFUNDED, RECEIVE MONEY, OR BE OTHERWISE COMPENSATED FOR UNUSED VIRTUAL ITEMS OR OTHER APP ASSETS WHEN THE SERVICES ARE TERMINATED FOR ANY REASON AND WITHOUT NOTICE OR AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

TapRoots Wisdom may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of the Apps or any products sold through the Services. The inclusion of any products through the Services at a particular time does not imply or warrant that these products will be available at any other time. All such changes will be effective immediately upon posting of such new product prices to the Services.

MEDICAL DISCLAIMER

TapRoots Wisdom is a provider of online and mobile content and applications in the health & wellness space. We are not a health care or medical device provider, nor should our Products be considered medical advice. Only your physician or other health care provider can do that.

While there is third party evidence from research that self-discovery can play an important role in the prevention and recovery process for a wide array of conditions as well as in improving interpersonal skills, TapRoots Wisdom makes no claims, representations or guarantees that our Products provide a therapeutic benefit.

Any health information and links on the Products, whether provided by TapRoots Wisdom or by contract from outside providers, is provided simply for your convenience.

Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The feedback and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.

Limited Content License

TapRoots Wisdom Services are offered for your personal use only and may not be used for commercial purposes. TapRoots Wisdom Services contain information, text, files, images, videos, sounds, musical works, works of authorship, software, applications, product names, company names, trade names, logos, designs, and any other materials or content (collectively, “Content”) of TapRoots Wisdom, its licensors, or assignors (“TapRoots Wisdom Content”), as well as Content provided by Users or other third parties. Content contained in TapRoots Wisdom Services is protected by copyright, trademark, patent, trade secret and other laws and, as between you and TapRoots Wisdom, TapRoots Wisdom, its licensors, or its assignors, own and retain all rights in TapRoots Wisdom Content. TapRoots Wisdom hereby grants you a limited, revocable, non-sublicensable license to access and display TapRoots Wisdom Content (excluding any software code) solely for your personal, non-commercial use in connection with using TapRoots Wisdom Services. Except as provided in this Agreement or as explicitly allowed on TapRoots Wisdom Services, you may not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep-link, make available, or otherwise use any Content contained in TapRoots Wisdom Services.

Except as explicitly and expressly permitted by TapRoots Wisdom or by the limited license set forth above, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on TapRoots Wisdom Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not either directly or through the use of any device, software, internet site, web-based service or other means, remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notice marked on the Content contained in TapRoots Wisdom Services or any digital rights management mechanism, device, or other content protection, copy control or access control measure associated with the Content contained in TapRoots Wisdom Services, including geo-filtering mechanisms. Except as necessary in order to make reference to TapRoots Wisdom, its products and services in a purely descriptive capacity, you are expressly prohibited from using any TapRoots Wisdom Content in any manner.

You may not, without TapRoots Wisdom’s written permission, “mirror” any Content contained on the App or any other server. You may not use the App for any purpose that is unlawful or prohibited by the Agreement. You may not use the App in any manner that could damage, disable, overburden, or impair the App, or interfere with any other party’s use and enjoyment of the App. You may not attempt to gain unauthorized access to the App through hacking, password mining or any other means. TapRoots Wisdom reserves the right, in its sole discretion, to terminate your access to the App, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.

Restrictions on Use of TapRoots Wisdom Services

You understand that you are responsible for all Content that you post, upload, transmit, email or otherwise make available on the App or on, through or in connection with TapRoots Wisdom Services (collectively, “User Content”). Additionally, you acknowledge that you have no expectation of privacy in or confidentiality with respect to your User Content. Accordingly, please choose User Content carefully.

You agree not to (and not to assist others to) use TapRoots Wisdom Services to:

1. Post, upload or otherwise transmit or link to content that is: unlawful; threatening; abusive; obscene; vulgar; sexually explicit; pornographic or inclusive of nudity; offensive; excessively violent; invasive of another’s privacy, publicity, contract or other rights; tortious; false or misleading; defamatory; libelous; hateful; or discriminatory;
2. Violate the rights of others including patent, trademark, trade secret, copyright, privacy, publicity or other proprietary rights;
3. Harass or harm another person;
4. Exploit or endanger a minor;
5. Impersonate or attempt to impersonate any person or entity;
6. Introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;
7. Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising the App or TapRoots Wisdom Services;
8. Interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to TapRoots Wisdom Services, including TapRoots Wisdom’s servers, networks or accounts;
9. Cover, remove, disable, block or obscure advertisements or other portions of TapRoots Wisdom Services;
10. Delete or revise any information provided by or pertaining to any other User of TapRoots Wisdom Services;
11. Use technology or any automated system such as scripts, spiders, offline readers or bots in order to collect or disseminate usernames, passwords, email addresses or other data from TapRoots Wisdom Services, or to circumvent or modify any security technology or software that is part of TapRoots WisdomServices;
12. Send or cause to send (directly or indirectly) unsolicited bulk messages or other unsolicited bulk communications of any kind through TapRoots Wisdom Services. If you do so, you acknowledge you will have caused substantial harm to TapRoots Wisdom, but that the amount of harm would be extremely difficult to measure. To the fullest extent permitted by applicable law, as a reasonable estimation of such harm, and by way of liquidated damages and not as a penalty, you agree to pay TapRoots Wisdom $50 for each actual or intended recipient of such communication;
13. Solicit, collect or request any personal information for commercial or unlawful purposes;
14. Post, upload or otherwise transmit an image or video of another person without that person’s consent;
15. Engage in commercial activity (including but not limited to advertisements or solicitations of business; sales; contests; sweepstakes; creating, recreating, distributing or advertising an index of any significant portion of TapRoots Wisdom Content; or building a business using TapRoots Wisdom Content) without TapRoots Wisdom’s prior written consent;
16. Use technology or other means to access, index, frame, scrape, or link to the App (including the Content) that is not authorized by one of our Apps (including by removing disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of TapRoots Wisdom Content);
17. Access one of our Apps (including the Content) through any automated means, including “robots,” “spiders,” or “offline readers” (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of the App, and excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
18. Use TapRoots Wisdom Services to advertise or promote competing services;
19. Use TapRoots Wisdom Services in a manner inconsistent with any and all Applicable Law;
20. Attempt, facilitate, induce, aid and abet, or encourage others to do any of the foregoing.

TapRoots Wisdom reserves the right, but disclaims any obligation or responsibility, to remove User Content that violates this Agreement, as determined by TapRoots Wisdom, or for any other reason, in TapRoots Wisdom’s sole discretion and without notice to you. You acknowledge that TapRoots Wisdom reserves the right to investigate and take appropriate legal action against anyone who, in TapRoots Wisdom’s sole discretion, violates this Agreement, including but not limited to, terminating their User account and/or reporting such User Content, conduct, or activity to law enforcement authorities.

You acknowledge, consent and agree that TapRoots Wisdom may access, preserve or disclose information you provide to the App, including User Content and your account registration information, including when TapRoots Wisdom has a good faith belief that such access, preservation or disclosure is necessary in order to: (i) protect, enforce, or defend the legal rights, privacy, safety, or property of TapRoots Wisdom or of our parents, subsidiaries or affiliates (collectively, “TapRoots Wisdom Affiliates”), or their employees, agents and contractors (including enforcement of this Agreement or our other agreements); (ii) protect the safety, privacy, and security of Users of TapRoots Wisdom Services or members of the public including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with the law or legal process; or (v) respond to requests from public and government authorities. If TapRoots Wisdom sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, TapRoots Wisdom may transfer your information to the party or parties involved in the transaction as part of that transaction.

TapRoots Wisdom reserves the right to limit the storage capacity of User Content. You assume full responsibility for maintaining backup copies of your User Content, and TapRoots Wisdom assumes no responsibility for any loss of your User Content due to its being removed by TapRoots Wisdom or for any other reason.

User Content on Message Boards and Forums

Our Apps may offer Users the ability to post messages on message boards and forums (collectively, “Forums”), which may be open to the public generally, to all members of an App, or to a select group of members to a specific Forum group. You acknowledge that all Content posted on Forums is User Content, and by posting on Forums you agree to comply with the rules and restrictions on User Content set forth above and any other rules specifically applicable to such Forums. TapRoots Wisdom reserves the right, but disclaims any obligation or responsibility, to prevent you from posting User Content to any Forum and to restrict or remove your User Content from a Forum or refuse to include your User Content in a Forum for any reason at any time, in TapRoots Wisdom’s sole discretion and without notice to you.

You acknowledge that messages posted on such Forums are public, and TapRoots Wisdom cannot guarantee the security of any information you disclose through any Forum; you make such disclosures at your own risk. TapRoots Wisdom is not responsible for the content or accuracy of any information posted on a Forum, and shall not be responsible for any decisions made based on such information.

Your Proprietary Rights in and License to Your User Content

TapRoots Wisdom does not claim any ownership rights in the User Content that you post, upload, email, transmit, or otherwise make available (collectively, “Transmit”) on, through or in connection with TapRoots Wisdom Services, except with respect to your unsolicited submissions, as described under “Unsolicited Submissions” below; provided, however, that User Content shall not include any TapRoots Wisdom Content or content owned by a TapRoots Wisdom Affiliate. By posting or transmitting any User Content on, through or in connection with TapRoots Wisdom Services, you hereby grant to TapRoots Wisdom and our TapRoots Wisdom Affiliates, licensees, assignees, and authorized Users a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and royalty-free, freely sublicensable, transferable (in whole or in part) right (including a waiver of any moral rights you may have) and license to use, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, sublicense, and distribute such User Content, including your name, voice, likeness (including, but not limited to, photographs and avatars) and other personally identifiable information to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or any non-commercial or commercial purposes. Additionally, TapRoots Wisdom is free to use any ideas, concepts, know-how, or techniques contained within such User Content for any purpose including, but not limited to, developing, manufacturing, marketing and providing commercial products and services, including TapRoots Wisdom Services. TapRoots Wisdom‘s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity. You hereby appoint TapRoots Wisdom as your agent with full authority to execute any document or take any action TapRoots Wisdom may consider appropriate in order to confirm the rights granted by you to TapRoots Wisdom in this Agreement.

You represent and warrant that: (i) you own the User Content Transmitted by you on, through or in connection with TapRoots Wisdom Services, or otherwise have the right to grant the license set forth in this Section, and (ii) the Transmission of User Content by you on, through or in connection with TapRoots Wisdom Services and Third Party Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any User Content Transmitted by you on or through TapRoots Wisdom Services or Third Party Services.

If you delete your User Content from one of our Apps, TapRoots Wisdom’s license to such User Content will end after a reasonable period of time necessary for the deletion to take full effect. However, the User Content may be retained in TapRoots Wisdom’s back-up copies of the App, which are not publicly available. Account deletion does not include chat history deletion. Furthermore, to the extent that TapRoots Wisdom made use of your User Content before you deleted it, TapRoots Wisdom will retain the right to make such pre-existing uses even after your User Content is deleted. You acknowledge that (i) deletion of your User Content from App will not result in, and TapRoots Wisdom assumes no responsibility for, the deletion of such User Content by any third parties who were provided with or had access to such User Content prior to your deleting it from App, and (ii) termination of your account or your use of TapRoots Wisdom Services will not result in the immediate or automatic deletion of your User Content consistent with this Agreement.

Removal of Material that Infringes Copyrights

TapRoots Wisdom respects the intellectual property of others and requires that our Users do the same. TapRoots Wisdom has a policy that provides for the termination in appropriate circumstances of subscribers and account holders of TapRoots Wisdom Services who are repeat infringers. TapRoots Wisdom also reserves the right to remove or disable access to any transmission of Content that infringes the copyright of any person under the laws of the United States upon receipt of a notice that substantially complies with the requirements of 17 U.S.C. § 512(c)(3) as set forth above.

DIGITAL MILLENIUM COPYRIGHT ACT (“DMCA”) NOTICE. We are committed to complying with copyright and related laws, and we require all Users of the Products to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Products in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any User who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.

If you believe material on TapRoots Wisdom Services infringes your copyright.

If you believe that any material residing on or linked to from TapRoots Wisdom Services infringes your copyright, you must send TapRoots Wisdom’s designated Copyright Agent a written notification of claimed infringement that contains substantially all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on TapRoots Wisdom Services (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner’s behalf; and (f) your physical or electronic signature. TapRoots Wisdom’s Copyright Agent for notification of claimed infringement can be reached at:

Copyright Agent
Email: legal@taproots.com
Subject line: DMCA Notice
Address: P.O. Box 550
Frederick, MD 21705

If you posted material to a TapRoots Wisdom Service that was removed due to notice by a copyright owner.

If you posted material to TapRoots Wisdom Services that we removed due to a notice of claimed infringement from a copyright owner, TapRoots Wisdom will take reasonable steps promptly to notify you that the material has been removed or disabled. This notice may be by means of a general notice on the App or by written or electronic communication to such address(es) you have provided to TapRoots Wisdom, if any. You may provide counter-notification in response to such notice in a written communication that includes substantially all of the following: (i) 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 to it was disabled; (ii) a statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which TapRoots Wisdom may be found, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and (iv) your physical or electronic signature.

Please note that, under 17 U.S.C. §512(f), any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.

Your Exposure to Others’ User Content

You understand that TapRoots Wisdom does not control the User Content posted by Users via TapRoots Wisdom Services and, as such, you understand you may be exposed to offensive, inaccurate or otherwise objectionable User Content. TapRoots Wisdom assumes no responsibility or liability for this type of Content. If you become aware of any misuse of TapRoots Wisdom Services, including in violation of any “Restrictions on Use of TapRoots Wisdom Services,” please report it immediately to legal@taproots.com. TapRoots Wisdom assumes no responsibility for monitoring TapRoots Wisdom Services for inappropriate User Content or User conduct. If at any time, TapRoots Wisdom chooses in its sole discretion to monitor TapRoots Wisdom Services, TapRoots Wisdom nonetheless assumes no responsibility for Content other than TapRoots Wisdom Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any User.

Third Party Links and Services

TapRoots Wisdom Services may provide, or third parties may provide, links to other websites, applications, advertisements, resources or other services created by third parties (“Third Party Services”). When you engage with a provider of a Third Party Service, you are interacting with the third party, not with TapRoots Wisdom. If you choose to use a Third Party Service and share information with it, the provider of the Third Party Service may use and share your data in accordance with its privacy policy and your privacy settings on such Third Party Service. TapRoots Wisdom encourages you not to provide any personally identifiable information to or through any Third Party Service unless you know and are comfortable with the party with whom you are interacting. In addition, the provider of the Third Party Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. TapRoots Wisdom is not responsible for and makes no warranties, express or implied, as to the Third Party Services or the providers of such Third Party Services (including, but not limited to, the accuracy or completeness of the information provided by such Third Party Service or the privacy practices thereof). Inclusion of any Third Party Service or a link thereto on TapRoots Wisdom Services does not imply approval or endorsement of the Third Party Service. TapRoots Wisdom is not responsible for the content or practices of any websites or applications other than the App, even if the website or application provides a link to the App and even if it is operated by a TapRoots Wisdom Affiliate, business partner or other company otherwise connected with the App. By using TapRoots Wisdom Services, you acknowledge and agree that TapRoots Wisdom is not responsible or liable to you for any content or other materials hosted and served from any website or application other than the App. When you access Third Party Services, you do so at your own risk.

Member Disputes

You are solely responsible for your interactions with other Users of one of our Apps and TapRoots Wisdom Services, providers of Third Party Services or any other parties with whom you interact on, through or in connection with TapRoots Wisdom Services. TapRoots Wisdom reserves the right, but has no obligation, to become involved in any way with any disputes between you and such parties.

Privacy

Use of TapRoots Wisdom Services is also governed by our Privacy Policy, which is incorporated into and is a part of this Agreement by this reference.

Disclaimers

TAPROOTS WISDOM SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND TAPROOTS WISDOM DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF TAPROOTS WISDOM SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TAPROOTS WISDOM EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TAPROOTS WISDOM MAKES NO WARRANTY THAT YOUR USE OF TAPROOTS WISDOM SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO TAPROOTS WISDOM SERVICES WILL BE CORRECTED, THAT TAPROOTS WISDOM SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH TAPROOTS WISDOM SERVICES OR THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TAPROOTS WISDOM BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF TAPROOTS WISDOM SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF TAPROOTS WISDOM SERVICES, ATTENDANCE AT A TAPROOTS WISDOM EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH TAPROOTS WISDOM SERVICES, ANY USER CONTENT, ANY THIRD PARTY ADVERTISEMENT OR THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH TAPROOTS WISDOM SERVICES, OR THE CONDUCT OF ANY USERS OF TAPROOTS WISDOM SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD PARTY ADVERTISEMENTS, THIRD PARTY SERVICES AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF TAPROOTS WISDOM SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF TAPROOTS WISDOM SERVICES.

Limitation on Liability

The Services are provided on an “AS IS” and “AS AVAILABLE” basis and we do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services will be free of viruses or other harmful components. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. Your access and use of the Services is at your own risk. We cannot assume responsibility for any damages suffered by you, including, but not limited to, loss of data, game play, items or characters from delays, non-deliveries, errors, system down time, misdeliveries or service interruptions caused by us, or by your or by any other User’s errors and/or omissions.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TAPROOTS WISDOM, Inc. and its affiliates WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE TAPROOTS WISDOM SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TAPROOTS WISDOM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO TAPROOTS WISDOM FOR TAPROOTS WISDOM SERVICES DURING THE TERM OF YOUR USE OF TAPROOTS WISDOM SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF TAPROOTS WISDOM’S ACTS OR OMISSIONS OR YOUR USE OF ONE OF OUR APPS OR TAPROOTS WISDOM SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF ONE OF OUR APPS OR TAPROOTS WISDOM SERVICES.

THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TAPROOTS WISDOM HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

United States Jurisdiction

TapRoots Wisdom provides TapRoots Wisdom Services in the United States of America. TapRoots Wisdom does not represent that TapRoots Wisdom Content or TapRoots Wisdom Services are appropriate (or, in some cases, available) for use in other locations. If you use the App or TapRoots Wisdom Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the App or TapRoots Wisdom Services.

Not all of the App Products, including Virtual App Products, are available worldwide or nationwide, and TapRoots Wisdom makes no representation that you will be able to obtain any App Product or Virtual App Product in any particular jurisdiction, either within or outside of the United States.

U.S. Export Controls

Software available in connection with TapRoots Wisdom Services is further subject to United States export controls. No such software may be downloaded from TapRoots Wisdom Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using such software is at your sole risk.

Arbitration Agreement

(1) To the fullest extent permitted by applicable law, TapRoots Wisdom, including its Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute (as defined herein) between you and TapRoots Wisdom, regarding any aspect of your relationship with TapRoots Wisdom, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and TapRoots Wisdom agrees to give up the right to sue in court. The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and TapRoots Wisdom, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any and all claims between you and TapRoots Wisdom in any way related to or concerning this Arbitration Agreement, any other aspect of this Terms of Use Agreement (including their applicability and their conformance to Applicable Law), any products or services provided by TapRoots Wisdom, any billing disputes, and any disputes relating to telephonic, text message, or any other communications either of us received from the other. The only exceptions to this Arbitration Agreement are that (i) each of you and TapRoots Wisdom retains the right to sue in small claims court and (ii) each of you and TapRoots Wisdom may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights. Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over arbitrability shall be resolved by the arbitrator. Each of you and TapRoots Wisdom also agrees to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and TapRoots Wisdom (see paragraph 7 below). There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow this Agreement. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages).

(2) This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of this Agreement.

(3) You and TapRoots Wisdom acknowledge and agree to abide by the following rules for arbitration: (a) YOU AND TAPROOTS WISDOM 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, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF; (b) TapRoots Wisdom will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph 6 below; (c) the arbitrator may award any individual relief or individual remedies that are permitted by Applicable Law; and (d) each side pays his, her or its own attorneys’ fees, except as otherwise provided in paragraph 8 below.

(4) JAMS charges filing and other fees to conduct arbitrations. Ordinarily, the claimant has to pay the filing fee to initiate arbitration, but if you wish to commence an arbitration against TapRoots Wisdom, you and TapRoots Wisdom acknowledge and agree to abide by the following:

1. If you are seeking to recover less than $10,000 (inclusive of attorneys’ fees), TapRoots Wisdom will pay the filing fee on your behalf or reimburse your payment of it.
2. If you are seeking to recover $10,000 or more, you will have to pay the filing fee charged by JAMS, but TapRoots Wisdom will reimburse the filing fee if you prevail on all claims decided upon by the arbitrator.
3. TapRoots Wisdom and you agree that, if the claims to be arbitrated total less than $10,000 (inclusive of attorneys’ fees), the claim ordinarily should be decided on written submissions only, without a telephonic or in-person hearing. TapRoots Wisdom will not request a hearing for any claims totaling less than $10,000. This provision shall not be construed by the arbitrator to deprive you of any rights you may have to a telephonic or in-person hearing in your hometown area pursuant to the JAMS Rules.
4. TapRoots Wisdom and you agree that, if the claims to be arbitrated total $10,000 or more, the arbitration will occur in a manner and place consistent with the JAMS Rules.

(5) Regardless of how the arbitration proceeds, each of you and TapRoots Wisdom shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the JAMS Rules, and the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.

(6) Each of you and TapRoots Wisdom may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys’ fees unless the claim(s) at issue permit the prevailing party to be paid its attorneys’ fees, and in such instance, the fees awarded shall be determined by the Applicable Law(s). In addition to whatever rights you may have to recover your attorneys’ fees under Applicable Law, if you prevail in the arbitration, and if TapRoots Wisdom failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than TapRoots Wisdom’s highest settlement offer, then TapRoots Wisdom will pay your reasonable attorneys’ fees in addition to the amount the arbitrator awarded. If TapRoots Wisdom wins the arbitration, you will be responsible for your own attorneys’ fees. In addition, if the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides’ arbitration fees and may order the losing party to pay the winning party’s reasonable attorneys’ fees, unless such an award of fees is prohibited by Applicable Law.

(7) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator may not order TapRoots Wisdom to pay any monies to or take any actions with respect to persons other than you, unless TapRoots Wisdom explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. Further, unless TapRoots Wisdom expressly agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.

(8) You and TapRoots Wisdom agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.

(9) With the exception of subpart (a) in paragraph (5) (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class), if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in paragraph (5) is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of this Agreement, including the provisions governing where actions against TapRoots Wisdom must be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.

Governing Law

To the fullest extent permitted by applicable law, the Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law provisions.

Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above and to the fullest extent permitted by applicable law, you and TapRoots Wisdom agree to submit to the exclusive jurisdiction of the courts located in Delaware to resolve any Dispute arising out of the Agreement or TapRoots Wisdom Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE APP OR TAPROOTS WISDOM SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Indemnity

You agree to indemnify and hold TapRoots Wisdom, its Affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of or in connection with your misuse of the App or TapRoots Wisdom Services (including, without, limitation, any use of your account, whether or not authorized by you), your breach of this Agreement, your violation of any rights of another or any Content that you Transmit through TapRoots Wisdom Services.

Unsolicited Submissions

TapRoots Wisdom does not knowingly accept, via TapRoots Wisdom Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. TapRoots Wisdom requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any TapRoots Wisdom or TapRoots Wisdom Affiliate’s creative work including, without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to TapRoots Wisdom via TapRoots Wisdom Services that are unsolicited (including but not limited to any Forum), however, you agree that (i) your unsolicited submissions are not being made in confidence or trust and that by making such submissions no contractual or fiduciary relationship is created between you and TapRoots Wisdom; (ii) any such unsolicited submissions and copyright become the property of and will be owned by TapRoots Wisdom (and are not User Content licensed by you to TapRoots Wisdom under “Your Proprietary Rights in and License to Your User Content”) and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as TapRoots Wisdom sees fit; (iii) you are not entitled to any compensation, credit or notice whatsoever in connection with such submissions; and (iv) by sending an unsolicited submission you waive the right to make any claim against TapRoots Wisdom or TapRoots Wisdom Affiliates relating to any unsolicited submissions by you, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.

Other

The failure of TapRoots Wisdom to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

You agree that any notices TapRoots Wisdom may be required by Applicable Law to send to you will be effective upon TapRoots Wisdom’s sending an e-mail message to the e-mail address you have on file with TapRoots Wisdom or publishing such notices on the informational page(s) of one of our Apps.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and TapRoots Wisdom as a result of this Agreement or your use of TapRoots Wisdom Services. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.

Nothing contained in this Agreement limits TapRoots Wisdom’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of TapRoots Wisdom Services or information provided to or gathered by us in connection with such use.

Please contact us at: legal@taproots.com with any questions regarding this Agreement.

I HAVE READ THIS TERMS OF USE AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

These terms were last updated March 31, 2020.

©TapRoots Wisdom, Inc. All rights reserved.