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SILVUR TERMS OF USE

Effective as of: March 31th, 2021

Hello and thank you for choosing Silvur to help plan for and manage your retirement. At Silvur (“Silvur,” “we,” “us” or “our“), we believe that peace of mind and confidence in retirement comes from financial stability that is specifically suited to your particular goals and dreams.

These Terms of Use (the “Terms”), which include Silvur’s Privacy Policy, govern your use of and access to our website located at www.silvur.com (the “Website”), the Silvur mobile application (the “Silvur Mobile App” which, together with the Website, is referred to in these Terms as the “Platform”) and any services which are provided, offered or made available by us through the Platform, including but not limited to any application programming interfaces accessed or used through the Platform (the “Services”). By clicking “I Accept,” registering for an account, downloading the Silvur Mobile App, or using or browsing the Platform or Services, you are acknowledging that you have read, understood and accept these Terms. If you do not agree to these Terms, do not access or use the Platform or Services.

You need an account for most activities on the Platform. Your account is identified through information that you provide during the account registration process, including a valid email address, that Silvur uses to establish your account (the “Account”). When setting up and maintaining your Account, you must provide and continue to provide accurate and complete information, including a valid email address. You have complete responsibility for your Account and everything that happens on your Account, including for any harm or damage (to us or anyone else) caused by someone using your Account without your permission. This means you need to be careful with your password.

If your access to or use of the Platform or Services is prohibited by applicable law, you are not authorized to access or use either. We are not responsible if you access or use the Platform or Services in any manner that violates applicable law.

If you have any questions or comments, we are always listening at support@silvur.com.

THIS AGREEMENT CONTAINS (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE PLATFORM & SERVICES. BY USING THE PLATFORM & SERVICES, YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS.

  1. Changes to the Terms

    We may, at our discretion, modify, update, add to, discontinue, remove or otherwise change these Terms at any time. When we revise these Terms, we will post a revised version on the Platform. You are free to decide whether or not to accept a revised version of these Terms, but accepting these Terms, as revised, is required for your continued access to and use of the Platform and Services. If you do not agree to these Terms or any revised version of these Terms, your sole recourse is to terminate your access to and use of the Platform and Services. Your continued use of the Platform and Services constitutes your acceptance of such modifications and your agreement to be bound by these Terms.

  2. Membership; Becoming a Premium User; Fees

    Membership; Premium Service and Basic Service. Our Services consist of a free, limited version Account (“Basic Service”) and premium, paid products that may also provide differing functionality based on the subscription level (“Premium Service”). Premium Service typically requires a fee, which is generally paid by the user. You do not have to become a Premium Service user to use the Services. However, if you are not a Premium Service user, you may be precluded from using certain portions, components, content, features, or resources of our Services. We reserve the right to eliminate or modify any or all of the functionality of the Basic Service at any time without any prior notice to you.

    Whether or not you use the Basic Service or the Premium Service, you are responsible for all charges and fees associated with connecting to and using the Website and/or the Silvur Mobile App, including without limitation all telephone access lines (including mobile data and data roaming charges, when applicable), telephone and/or internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Website and/or the Silvur Mobile App.

    Fees. We will notify you before charging any fees for the Platform or Services electronically, by posting such fees on the Website and Silvur Mobile App, as applicable, or by any other method permitted by applicable law. If you continue accessing or using the Platform or Services after such notice, you must pay all applicable fees for the Platform or Services that you elect to use.

    If you are a subscriber to our Premium Service, you further agree that you will be responsible for the fixed and periodic charges and fees (including prepayment plan fees for multi-month periods or recurring monthly fees) you selected at the time of subscription. Applicable taxes, and other charges and fees incurred in order to access the Premium Services may also apply.

    Auto-Renewal. If you are a subscriber to our Premium Service, your Premium Service membership will automatically be extended for successive renewal periods of the same duration selected at the time of your purchase, at the then-current non-promotional subscription rate. Until you cancel, we will charge or debit your payment method (your “Payment Method”) at the beginning of your subscription. Your non-cancellation of the Premium Services or continued use of the paid subscription features of the Premium Service will reaffirm that we are authorized to charge you. If your credit or debit account has been closed or your Payment Method is otherwise invalid, your subscription may not renew and your subscription will be automatically downgraded to the Basic Service effective as of the end of your current billing cycle. The renewal charge will generally be the same as the prior period’s charge, unless we notify you in advance at the time of sign up or prior to the beginning of the renewal period as described above. If (i) you purchased a multiple-month prepayment plan or (ii) you were eligible for a promotional rate but are no longer eligible for that rate, then you will be offered to renew your subscription at our then-current non-promotional subscription rates at the start of the renewal period. If you wish to renew and we are currently offering promotional rates at such time, you must renew your subscription prior to the termination of your current plan. If you fail to renew your subscription for any Premium Service before its scheduled expiration date, then the then-current non-promotional subscription rate will apply.

    Cancellation of Premium Service Subscription. You can cancel your subscription for our Premium Service at any time by contacting us at support@silvur.com, or by such other means as we may provide from time to time. We will attempt to process all cancellation requests within 72 hours after we receive your request. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect. If you terminate your paid subscription for Premium Service, your subscription will remain active until the end of your then-current subscription period. Data is retained after cancellation for a period of six (6) days. If you sign back up for Premium Service after that time frame, your previous data may not be available.

    No Refund Policy. All fees and charges assessed by Silvur are non-refundable. If you choose to cancel your subscription within any applicable trial period or Basic Service period, you will not be charged for a Premium Service subscription. Your Premium Service membership will expire within four days from the cancel date, and your account will revert to Basic Service. If you terminate your paid subscription for Premium Service before the end of your subscription period, your subscription will remain active until the end of your subscription period, and no subsequent charges will be processed.

    Modifications. We reserve the right to revise the terms of the fee charge, cancellation and refund policies, upon reasonable advance notice communicated to you through a posting on the Website and/or Mobile App or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). Any changes made will apply to all memberships created or renewed after the date such change was implemented.

  3. Silvur Marketplace and Merchant Purchases
    1. Referral Arrangements. We may receive compensation for referring buyers to the retailers, brands, merchants and other partners participating in Platform (“Sellers”). Compensation received by us influence whether retailers and products appear on our site, where they are placed, and how we promote them to you. Participation in the Platform is offered at our sole discretion.

    2. Silvur Marketplace. We offer a marketplace through the Platform (the “Silvur Retirement Store”) that allows you to purchase products (“Products”) from participating Sellers. We are not the merchant of record for any Product purchases made through the Silvur Retirement Store and do not have any liability with respect to any Products you purchase through the Silvur Retirement Store. All Product purchases made through Silvur Retirement Store are subject to the Seller’s policies, including, without limitation, applicable shipping, privacy, and return policies. Please review applicable Seller’s policies prior to making your purchase. Your use of the Silvur Marketplace is subject to these Terms, the Seller’s policies and any other terms accompanying each Product offer and will govern to the extent they vary from these terms.

  4. Seller Policies

    A Product purchased from Seller is governed by and subject to the applicable Seller policies, including applicable exchange and shipping policies. You agree that we are not agents of any Seller and that Sellers operate independently and are not under our control. Accordingly, your participation in offers or promotions of, or correspondence with, any Seller is solely between you and that Seller. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion. We are not responsible for changes to, discontinuance of or withdrawal from participation in the Platform by any Seller, or for any effect caused by such changes, discontinuance or withdrawal.

  5. Bonuses & Other Rewards

    We may periodically offer bonuses or rewards for referring others to the Platform or for other specific actions. The terms and conditions accompanying such offers will govern how they are earned and paid if the terms and conditions differ from these Terms. All bonuses and rewards are subject to review. We reserve the right to withhold, deny or cancel any bonuses and/or rewards and/or terminate your Account if, in our sole discretion, we deem any bonuses and/or rewards as fraudulent, abusive, unethical, suspicious or otherwise inconsistent with these Terms or any other applicable law or regulation. Any bonuses or rewards are non-transferable unless otherwise indicated.

    Silvur expressly reserves the right to disqualify any referrals that have previously created a Silvur Account or that Silvur believes in its sole discretion are generated by scripts, macros or other automated or fraudulent means (e.g., using fake Accounts) or in violation of these Terms and to take action and seek damages to the fullest extent permitted by law against any user it finds to be tampering with the operation of any referral program or otherwise acting in violation of these Terms, which may include, without limitation, terminating Account access or participation in any referral program, delaying or cancelling the rewarding of any applicable bonuses or rewards, or revoking or refusing to honor outstanding bonuses or rewards. In all matters relating to the administration of any bonus or reward, the decisions of Silvur will be final.

    Referrals should only be used for personal and non-commercial purposes. If Silvur provides you with a referral code, any such referral code should not be published or distributed on commercial websites (such as coupon websites, Reddit, or Wikipedia), on blogs, or via Search Engine Marketing (e.g., AdWords/Yahoo/Bing). You are prohibited from “spamming” anyone with referral invitations. This includes mass emailing, texting or messaging people you do not know or using automated systems or bots through any channel to distribute any referral offer or referral code. You are prohibited from paying to advertise any referral offer or referral code.

    Silvur may modify, update or discontinue any referral, bonus or reward program, in whole or in part, with or without notice, and will not be liable to you or any potential user that you may have referred in the event of any modification, suspension or discontinuance of any such program.

  6. Application Programming Interfaces (“APIs”)

    We use Plaid Technologies, Inc. (“Plaid”) to gather users’ data from financial institutions. By using the Platform, you grant us and Plaid the right, power and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored and processed by Plaid in accordance with the Plaid Privacy Policy. This authorization will remain in full force and effect until the termination of your Account or until you otherwise notify us by emailing us.

    You must notify us of any change in your Payment Method at least three (3) Business Days before any such change by emailing us or by updating your Account. If we do not receive notice at least three (3) Business Days before any such change, we may attempt, in our sole discretion, to implement such change prior to any transaction performed hereunder. However, we assume no responsibility for our failure to do so.

    You are solely responsible for verifying the accuracy and completeness of any debits to your Payment Method performed by us hereunder. You must notify us of any errors within 15 days of such information being made available to you. If you do not notify us of any such errors within such 15 days, you will forfeit the right to contest a transaction, except to the extent such forfeiture is prohibited by applicable law.

  7. Segmented Offers & Right to Test

    Not all users will receive all offers. Offer availability will fluctuate based on a variety of factors such as geographical location, transactional history with a particular merchant, transactional trends, anticipated retirement timing, and Account tenure, among other factors. Offer appearance and offer amount may also vary depending on your transactional history with a particular merchant, transactional trends, anticipated retirement timing, and Account tenure, among other factors. We reserve the right to apply various search algorithms or to use methods to optimize results for particular users’ experiences. Search results and order may appear different on the Silvur Mobile App than they appear on the Website. To optimize the experience for both Sellers and users, we retain the right to run occasional tests that will be limited in duration but may alter how we display offers.

  8. No Investment Recommendations or Advice

    Articles, commentaries, projections, investment plans and other content provided by Silvur on or through the Platform are for illustrative or educational purposes only and do not constitute investment, financial planning, legal or tax advice, or an offer to buy, sell or hold any security. Forecasts or projections of investment outcomes in investment plans are estimates only, based upon numerous assumptions about future capital markets returns and economic factors. As estimates, they are imprecise and hypothetical in nature, do not reflect actual investment results, and are not guarantees of future results. Diversification does not ensure a profit or protect against a loss in a declining market. There is no guarantee that any particular asset allocation or mix of funds will meet your investment objectives or provide you with a given level of income. Investing entails risk including the possible loss of principal and there is no assurance that any investment will provide positive performance over any period of time.

    You agree you are responsible for your own investment research and investment decisions, that Silvur is only one of many tools you may use as part of a comprehensive investment education process, that you should not and will not rely on Silvur as the primary basis of your investment decisions and, except as otherwise provided for herein, Silvur will not be liable for any decisions/ or actions you take or authorize third parties to take on your behalf based on information you receive or information you otherwise see on our Platform.

  9. Use of the Platform, Services & User Accounts
    1. Proprietary Rights. The material contained within the Platform may not be copied, republished, incorporated into another website or reproduced (whether by linking, framing, or any other method), transmitted, distributed, uploaded, posted, used to create a derivative work or exploited in any other way without the express written consent of Silvur. Title to and ownership of the Platform and Services, including all intellectual property rights, are and shall remain the exclusive property of Silvur and our affiliates, suppliers and licensors, and, subject to the limited rights and license expressly granted hereunder, Silvur and our licensors retain all right, title and interest in and to the Platform and Services and in and to all of Silvur’s other intellectual property rights. No intellectual property or other rights or licenses are granted or otherwise provided by Silvur under these Terms, by implication, estoppel or otherwise, beyond those expressly set forth herein.

      Subject to these Terms, we hereby grant you a limited, revocable, personal, non-exclusive, and non-transferable right and license to access and use the Services solely for your personal, non-commercial, entertainment purposes. Except as expressly provided by these Terms or as otherwise expressly permitted by us, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit the Services in any form by any means. Without limiting the foregoing, you agree not to (and not to allow any third party to): (a) use any robot, spider, scraper, or other automatic or manual device, process, or means to access or copy the Services; (b) take any action that imposes or may impose (in our sole determination) an unreasonable or a disproportionately large load on the Services or our infrastructure; (c) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services; (d) rent, lease, copy, provide access to or sublicense any portion of the Services to a third party; (e) use any portion of the Services to provide, or incorporate any portion of the Services into, any product or service provided to a third party; (f) remove or obscure any proprietary or other notices contained in the Services; or (g) use the Services for any illegal or unauthorized purpose. We may, but are not obligated to, monitor your use of the Services. You shall immediately notify Silvur of any violation of the restrictions or limitations on use or access to the Platform or Services. Silvur may also suspend or terminate your account and/or access to the Platform or Services at any time and for any reason (or no reason), in its sole discretion.

    2. Silvur Content. Silvur may provide certain information and other content on, through or to the Platform and other Services, including all such information, content, data, graphics, communications, video, music, movies, data, text, software, sound, photographs, graphics, messages and other materials originating from Silvur (or its non-user licensors) and made available through the Platform or other Services, as well as any Silvur logos, marks, names or designs (“Silvur Content”). Silvur and its licensors own and reserve all rights, title and interest, including all worldwide intellectual property rights, in and to all Silvur Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Silvur 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 Silvur Content.

    3. User Content. You may be able to post, submit, publish, display, or transmit (collectively, “share”) materials, suggestions, ideas, data, and other content through the Services (“User Content”). By sharing User Content through the Services, you represent and warrant that: (a) you are solely responsible for the transmission, accuracy, completeness, and publication of that User Content; (b) you have the right, power, and authority to share that User Content and grant the rights and licenses to that User Content provided herein; and (c) the User Content does not and will not infringe or violate the rights of any third party. Any User Content will be treated as non-confidential and non-proprietary, except as otherwise provided in our Privacy Policy. You may not share User Content that is offensive; objectionable; promotes racism, discrimination, bigotry, hatred, or physical harm of any kind; harasses or advocates harassment of another person; exploits people in any manner; or contains nudity, violence, or pornographic subject matter.

      You hereby grant us a royalty-free, worldwide, perpetual, non-exclusive, unrestricted, irrevocable, transferable, and sub-licensable right and license to modify, copy, reproduce, distribute, sell, publicly display, transmit, delete, make derivative works from, store, and otherwise exploit User Content and to allow others to do the same for any purpose, including, but not limited to, commercial purposes. You acknowledge and agree that you will not receive any compensation whatsoever for granting us this license to your User Content, and you hereby completely and irrevocably waive any moral or similar rights you may have in your User Content, even if such User Content is altered or changed in a manner that is not agreeable to you. This includes, but is not limited to, any claims based on invasion of privacy, idea misappropriation, other civil rights violations, or defamation. The license granted under this Section, including the related waiver of any applicable moral rights, will survive any termination of these Terms.

      Without undertaking any obligation to screen or monitor User Content, we have the right (but not the obligation) to edit, modify, refuse to post, or remove any User Content that we determine, in our sole discretion, violates these Terms or is otherwise objectionable. You acknowledge and agree that we may, but are not obligated to, preserve User Content and may also disclose User Content to the extent permitted by applicable law and as provided in our Privacy Policy.

      You acknowledge and agree that your communications with other users via any channel of communication via the Services may be public and that you have no expectation of privacy concerning your access to and use of the Services. You are solely responsible for your communications through the Services and your interactions with other users of the Services.

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

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

    6. User Accounts and Information. If you sign up or register with Silvur and/or set up your Silvur Account (if applicable), you agree, represent and warrant that all information provided by you to Silvur upon sign up and/or registration and at all other times through the Services or the Platform will be true, accurate, current and complete. If any material information you provided to Silvur in connection with the Platform or Services changes or is updated, you agree to promptly notify Silvur about such changes and provide updated information. In some cases, Silvur may enable you to sign-up or access and login to your Account for the Services through third party services, in which case you authorize Silvur to access and interface with your Account with any such third party provider 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 Silvur. You agree to notify Silvur 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.

    7. Access Interruptions. You understand that Silvur does not guarantee that access to the Platform, or Account management via the Platform or Services, will be available all the time. Silvur reserves the right to suspend access to the Platform and/or Services without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Platform, and hence, your Account, may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by any third party or Silvur’s ability to communicate with any third party, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. You agree that Silvur will not be liable to the you for any losses incurred by you (including, but not limited to, lost profits, trading losses, and similar damages) resulting from such access limitations or unavailability.

    8. Age & Residency Requirements. You must be at least 18 years of age or older to sign-up or register for, or install or use, the Platform or Services. Our Platform is available only to residents of the United States and is not available to and should not be accessed or used by residents of other nations including, but not limited to, the European Economic Area ('EEA').

    9. Third Party Services & Links. The Platform or Services may contain links to third-party websites, applications, and services that are not owned or operated by us. The Platform and Services may also facilitate your purchase of third-party products and services. We do not control, and are not responsible for, any third-party products, services, websites, or applications (collectively, “Third-Party Services”) or any other providers or sellers of Third-Party Services. You are, among other things, responsible for all charges, fees, duties, taxes, and assessments in connection with your purchase of any Third-Party Services through the Services, except as otherwise provided by applicable law. You must resolve all disputes related to Third-Party Services with the applicable third party that provides and/or sells the Third-Party Services. Certain investment performance and composite information shown on the Platform uses or includes information obtained from third party sources. While third party data is obtained from sources believed to be reliable, Silvur cannot guarantee currency, accuracy, timeliness, completeness or fitness for any particular purpose.

    10. Electronic Communications. Silvur’s outgoing and incoming emails are electronically archived and subject to review and/or disclosure to parties other than the recipient.

    11. Your Likeness. If you specifically provide a photograph of your likeness and/or other personal identifying information to Silvur for public display, then you hereby grant permission to Silvur to use the provided photograph of your likeness, your name and/or other information, in a commercially reasonable manner on the Platform, any related and/or affiliated sites, and in marketing materials now and in the future. You waive any and all rights to compensation as a result of such use of your explicitly provided photograph of your likeness, your name and/or other information.

    12. Confidentiality. Silvur has taken reasonable steps to ensure the confidentiality and security of information taken through the Platform and transmitted via the Internet. However, unexpected changes in technology may be used by unauthorized third parties to intercept confidential information and we cannot be responsible should confidential information be intercepted and subsequently used by an unintended recipient.

  10. Privacy & Your Personal Information

    For information about Silvur’s privacy and data protection practices, please read Sivur’s Privacy Policy. Our privacy policy explains how Silvur collects, uses and shares your information that you provide when you access the Platform. By using the Platform, you consent to Silvur’s collection, use, and sharing of your information as set forth in our Privacy Policy.

    You may request that Silvur send personal data regarding your Account to third parties outside of Silvur’s control (e.g., financial account aggregators). You may make such a request in a number of different ways, including, but not limited to, entering your Silvur login information through a third-party website. You understand and agree that Silvur cannot control what those third parties may or may not do with your data. You understand that Silvur does not guarantee the accuracy and quality of your personal data that Silvur may send to third parties at your request. You agree to hold Silvur harmless from Losses of any kind that may result from Silvur sending your personal data to third parties at your request.

  11. Disclaimer of Warranties

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE SERVICES (INCLUDING THE PLATFORM) ARE AT YOUR OWN RISK AND SILVUR SHALL NOT BE LIABLE FOR ANY INABILITY TO USE, OR ANY DELAYS, ERRORS OR OMISSIONS WITH RESPECT TO THE SERVICES. THE SERVICES (INCLUDING THE PLATFORM), SILVUR CONTENT AND USER CONTENT AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SILVUR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES (INCLUDING THE PLATFORM), SILVUR CONTENT AND USER CONTENT, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

    SILVUR MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE 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 SERVICES WILL BE ACCURATE, RELIABLE OR OTHERWISE MEET YOUR EXPECTATIONS, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR (v) ANY ERRORS IN ANY SOFTWARE AVAILABLE THROUGH THE SERVICES WILL BE CORRECTED.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER, ANY LIMITATION WILL BE CONSTRUED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

  12. Limitation of Liability.

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SILVUR, 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 ACCESS TO OR USE OF THE PLATFORM OR SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE PLATFORM OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT YOU OR ANY OTHER PERSON OR ENTITY IS ENTITLED TO DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE PLATFORM OR SERVICES, THE COLLECTIVE LIABILITY OF SILVUR, OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS, (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED $100.

    THE LIMITATIONS IN THIS SECTION DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  13. Dispute Resolution by Binding Arbitration, Jury Trial Waiver and Class Action Waiver

    FOR ANY AND ALL CONTROVERSIES, DISPUTES, DEMANDS, CLAIMS, OR CAUSES OF ACTION BETWEEN YOU AND US (INCLUDING THE INTERPRETATION AND SCOPE OF THIS SECTION AND THE ARBITRABILITY OF THE CONTROVERSY, DISPUTE, DEMAND, CLAIM, OR CAUSE OF ACTION) RELATING TO THE PLATFORM OR SERVICES OR THESE TERMS (AS WELL AS ANY RELATED OR PRIOR AGREEMENT THAT YOU MAY HAVE HAD WITH US), YOU AND WE AGREE TO RESOLVE ANY SUCH CONTROVERSY, DISPUTE, DEMAND, CLAIM, OR CAUSE OF ACTION EXCLUSIVELY THROUGH BINDING AND CONFIDENTIAL ARBITRATION. In the event of any such controversy, dispute, demand, claim, or cause of action, the complaining party must notify the other party in writing thereof. Within 30 days of such notice, you and we agree to use reasonable efforts to attempt to resolve the dispute in good faith. If you and we do not resolve the dispute within 30 days after such notice, the complaining party may seek remedies exclusively through arbitration. Except as otherwise expressly provided by applicable law, the demand for arbitration must be made within a reasonable time after the controversy, dispute, demand, claim, or cause of action in question arose, and in any event within two years after the complaining party knew or should have known of the controversy, dispute, demand, claim, or cause of action.

    The arbitration will take place in the federal judicial district of your residence. As used in this Section, “we” and “us” mean Silvur and its subsidiaries, affiliates, predecessors, successors, and assigns and all of our and their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” include any third party providing any product, service, or benefit in connection with the Services or these Terms (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

    Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). You should review this Section carefully. To the maximum extent permitted by applicable law, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence or as otherwise provided in the Rules and Procedures within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Additionally, notwithstanding the agreement to arbitrate included in this Section, you and we may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence in order to maintain the status quo pending arbitration, and you and we hereby agree to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of your residence for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.

    Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

    You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS; MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING; AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) we will pay as much of your filing and hearing fees in connection with the arbitration as required by the Rules and Procedures and/or as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

    This Section will survive termination of these Terms as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (a) and (b) of this Section (prohibiting arbitration on a class or collective basis), if any part of this Section is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this Section will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If, however, either subpart (a) or (b) of this Section is found to be invalid, unenforceable, or illegal, then the entirety of this Section will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a controversy, dispute, demand, claim, or cause of action proceeds in court rather than in arbitration, the controversy, dispute, demand, claim, or cause of action will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence.

    If you wish to opt out of the agreement to arbitrate included in this Section, you must notify us of your election in writing within 30 days of the date that you first became subject to these Terms, or within 30 days of the effective date of any material change to these Terms, by sending an email to us at service@silvur.com. Your opt-out notice must include your name, address, phone number, and email address.

  14. Indemnification

    You agree to defend, indemnify, and hold Silvur, 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 Platform, other Services, Silvur Content and User Content; (ii) your violation of these Terms; (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.

  15. Suspension & Termination

    We may, in our sole discretion, suspend, limit, or terminate your Account and your access to and use of the Services, including the Cash Back balance in your Account, at any time for any reason, without notice or liability to you, including, but not limited to, if we suspect that your access to or use of the Services violates these Terms or applicable law. You may stop using the Services and terminate your Account at any time by contacting us. Upon the termination of your Account, you must cease all use of the Services, and you shall forfeit any Cash Back balance remaining in your Account. Termination of your Account and your access to and use of the Services will not affect any of our rights or your obligations arising under these Terms prior to such termination. In the event you or Silvur terminates your Account, you agree that we may retain your data, including personal and transaction information, for one year from the date of termination for audit and merchant invoicing purposes. Provisions of these Terms that, by their nature, should survive termination of your Account and your access to and use of the Services will survive such termination.

  16. Modification to Platform

    We may at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

  17. Additional User Representations

    You acknowledge, represent and warrant that: (a) you own the computer or device on which you are installing the Platform, or have the authority to install the Platform on such computer or device; (b) your installation and/or use of the Services will not violate any local, state or federal laws that apply to you; (c) Silvur is not causing the Platform to be installed on your computer or device, but has provided the Platform to you, which you are installing of your own volition; (d) you have read and fully understand these Terms; (e) you have due authority and adequate legal capacity to enter into these Terms; and (f) you are more than 18 years of age and are fully able and competent to enter into and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms.

    In addition to your other representations and warranties in these Terms, you represent and warrant that you will not access or use the Services to engage in any illegal, fraudulent, or other illicit activity. In order to establish a Payment Method through the Services, you must provide such other information and documents as requested by us to verify your identity and compliance with these Terms, including, but not limited to, your representations and warranties herein. For our compliance purposes and in order to provide the Services to you, you hereby authorize us, directly or through a third party, to obtain, verify, and record information and documentation for purposes of verifying your identity and your Payment Method information.

  18. General Information

    These Terms constitutes the entire agreement between you and Silvur and supersedes any prior agreements, understandings or arrangements between you and Silvur. You may not assign any rights or delegate any obligations under these Terms, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Silvur. Any purported assignment or delegation by you without the appropriate prior written consent of Silvur will be null and void. Silvur may freely assign any rights under these Terms without your consent. The failure or delay of Silvur to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms 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 these Terms remain in full force and effect. You and Silvur are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect.

    Silvur may provide notices to you with respect to these Terms, the Platform or the Services by posting such notices on the Platform or by sending them to you via your e-mail address or other contact address you provide upon registration or setting up your Account. You consent to the use of: (a) electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. You will be considered to have received a notice from us regarding the Services when we send it to the email address or physical address we have in our records for you or when we post such notice on the Platform.

  19. Violations and Comments

    Please report any violations of these Terms or provide any comments or questions by emailing us at support@silvur.com. You agree, however, that: (i) by submitting ideas regarding the Services (including the Platform) to Silvur 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 Services (including the Platform) submitted to Silvur or any of its employees or representatives (including any improvements or suggestions) automatically become the property of Silvur. You hereby assign and agree to assign all rights, title and interest you have in such comments, suggestions, improvements and ideas to Silvur together with all intellectual property rights therein.

  20. Applicable Law

    These Terms are entered into in New York, New York and governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles. Federal law governs copyright, patent and trademark matters.

  21. Venue

    You agree that the proper forum for claims not subject to arbitration under these Terms (or for enforcement of any arbitration award) will be the state or federal courts located in the Southern District of New York, New York, and you agree to submit to the jurisdiction of these courts for any claims or disputes between you and Silvur, pertaining directly or indirectly to these Terms. With respect to any such proceeding or action brought in such courts, you hereby irrevocably waive, to the fullest extent permitted by law: (a) any objection you may have now or in the future to such jurisdiction or venue, and (b) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits either party’s right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief.

    If you have any questions about these Terms, please contact us at support@silvur.com

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