Terms & Conditions

Welcome to Presage Terms of Service

The Terms of Service ("Terms" or "Terms of Service") presented here make up the agreement between Presage Technologies, Inc. ("Presage") and you. These Terms govern your use and access to Presage's products, software, services, and website (including but not limited to any Presage API, text, graphics, images, and other material and information found at https://presagetech.com or https://presagetechnologies.com or any subdomains) as accessed from time to time by you, without regard to use in connection with an account or not (collectively, the "Product").

Please carefully read the Terms and any policies, guidelines, or rules applicable to such Terms, as they constitute a legal agreement between Presage and you. Presage also encourages you to review our Privacy Policy for additional information. If you do not agree with these Terms or any other policies, then do not use the Product. You may delete your account from your Account Settings at any time.

PRECAUTIONS

THE PRODUCT IS NOT A MEDICAL DEVICE AND YOU EXPRESSLY AGREE THAT THE PRODUCT DOES NOT INVOLVE THE PROVISION OF MEDICAL ADVICE BY PRESAGE. THE PRODUCT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE PRODUCT IS FOR ENTERTAINMENT AND INFORMATIONAL PURPOSES ONLY AND IS NOT MEANT TO AND, IN FACT, CANNOT REPLACE THE SERVICES OF PHYSICIANS OR MEDICAL PROFESSIONALS.

THE U.S. FOOD AND DRUG ADMINISTRATION HAS NOT APPROVED THE PRODUCT.

THE PRODUCT, INCLUDING ALL INFORMATION, TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO, AND AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDED BY PRESAGE OR THIRD PARTIES, IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL, OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL.

SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER MEDICAL PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY INFORMATION PRESENTED IN OR BY THE PRODUCT, AND YOU SHOULD NOT USE THE PRODUCT OR ANY INFORMATION PROVIDED IN OR BY THE PRODUCT FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF THE PRODUCT, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, EMAIL OR ANY OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT, OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND PRESAGE.

You should always consult a physician before making any changes to your sleep or activity based on information provided through the Product, or if you have any questions regarding a medical condition. Presage is not responsible for any health problems that may result from information you learn about through the Product. If you make any change to your activity based on the Product, you agree that you do so fully at your own risk. If you feel unexpected, repeating, or long-term pain, fatigue or discomfort due to having made changes to your activity, it is recommended that you consult a physician before continuing with such changes. The information in the Product may be misleading if your physiological functions and responses differ significantly from population averages due to medical conditions or rare natural differences.

Who Can Use the Product

There are restrictions regarding who can use the Product. By using the Product or creating an account, you represent, warrant and agree that:

• You can form a binding contract with Presage;
• You are not a person barred from receiving the Product under the laws of the jurisdiction from which you use the Product;
• You are at least 18 years old;
• You are legally authorized to provide to Presage any and all data ("Your Data", defined below) submitted under the Terms; and
• You are legally authorized to grant Presage the rights, according to the Terms, to any and all data submitted by you ("Your Data").

If you choose to use or purchase additional products or services from Presage for a business or commercial purpose, or any purpose other than personal use, they may have their own terms and conditions. The specific terms and conditions associated with the use or purchase of additional products are made a part of these Terms by this reference. As you agree to these Terms, you also agree to abide by those additional terms and conditions. In the event those additional terms may conflict with or be inconsistent with these Terms, including any arbitration provision or dispute resolution provision, these Terms will control.

Presage may, directly or indirectly, suspend or otherwise deny access to or use of all or any part of the Product without incurring any resulting obligation or liability, if: (a) required under applicable law, rule, or regulation or to prevent an imminent security threat to Presage; or (b) if Presage believes, in its good faith and reasonable discretion, that you or any potential user has failed to comply with the Terms, or accessed or used the Product beyond the scope of the Terms or for a purpose not authorized, hereunder. The foregoing sentence does not limit any rights or remedies to which Presage may be entitled under the Terms or at law or in equity.

Presage may make changes to the Terms at any time. If Presage makes a material change to the Terms, Presage will notify you, such as by posting a notice on our website or sending a message to the email address associated with your account. By continuing to access or use the Product, you agree to be bound by the revised Terms.

Using the Product

Subject to these Terms, Presage hereby grants to you a limited, non-exclusive and non-transferable right to access and use the Product for your personal or internal business use. Nothing in the Terms shall obligate Presage to continue making available access to any product beyond the date when Presage ceases making available access to such product.

By accessing the Product, you agree to, acknowledge, and represent that:

• You give permission to Presage, its contractors, successors, and assignees to analyze your submitted data and you specifically request Presage to disclose the results of analyses to you.
• The term "Your Data" means any and all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials transmitted by you, whether publicly or privately, to or through Presage or otherwise provided to Presage by you or on your behalf in connection with these Terms or the Product including Face Data and all other information referenced in the Privacy Policy.
• As between you and Presage, you are and shall remain the sole and exclusive owner of all right, title, and interest in and to Your Data.
• To provide the Product to you, you grant Presage a license to Your Data. Presage does not claim ownership of Your Data, but you grant Presage a license to use it. You hereby irrevocably grant all such rights and permissions in or relating to Your Data as are necessary or useful to Presage to exercise its rights and perform its obligations (including providing the Product, technical support obligations and the functioning of the software) under the Terms. This license is perpetual, world-wide, fully-paid and royalty free. Presage does not owe you anything else beyond these Terms and the Privacy Policy in connection with our use of Your Data.
• You grant Presage the right to utilize Your Data and data derived therefrom for the provision, use, and performance of the Product to you as well as for the purposes of development, improvement, enhancement, model training, diagnostic and corrective purposes in connection with the Product, software, and other Presage offerings.
• Notwithstanding the foregoing, Presage shall have the right to collect and analyze data relating to the provision, use, and performance of the Product, software, and related systems and technologies (including information concerning Your Data and data derived therefrom) ("Usage Data"). Presage will be free to (i) use Usage Data to improve and enhance the Product, other products and software and for other development, diagnostic and corrective purposes in connection with the Product, other products, software and other Presage offerings, and (ii) disclose Usage Data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

Restrictions and Responsibilities

As a condition of your use of the Product, you warrant to Presage that you will not use the Product for any purpose that is unlawful or prohibited by these Terms. You may not use the Product in any manner that could damage, disable, overburden, or impair the Product or interfere with any other party's use and enjoyment of the Product. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Product.

You will not, directly or indirectly: reverse engineer, decompile, decode, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Product or any software or data related to the Product; modify, translate, adapt, alter, or create derivative works based on the Product or any software (except to the extent expressly permitted by Company or authorized within the Product); utilize the Product to develop a competitive product to the Product; circumvent, interfere with, disrupt, or disable any security or other technological features or measures of any of the software or interfere with the hosting of the software; distribute, sublicense, rent, lease, sell, assign, loan or, grant access to or use of any of the software to any third party; use the Product or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party or to perform or disclose any benchmarking or performance testing data of the software; remove any proprietary notices or labels; or attempt to do any of the foregoing.

Furthermore, you agree you will not use the Product to:

• upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status;
• impersonate any person or entity, including, but not limited to, anyone affiliated with Presage, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• manipulate identifiers in order to disguise the origin of any content transmitted through the Product;
• "stalk" or otherwise harass any person;
• upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• download any file posted by another user of the Product that you know, or reasonably should know, cannot legally be distributed in such manner;
• upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("IP") of Presage or any other party;
• harm minors in any way;
• upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• use manual or automated software, devices, scripts, robots, or other means or processes to access, data mine, extract, "scrape," "crawl," or "spider" the Product, any web pages or other services of Presage, including to develop or improve any software program, algorithm, or machine learning or artificial intelligence model, unless explicitly permitted by Presage;
• attempt to or actually override any security component of the Product or software;
• interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Product;
• violate these Terms, any code of conduct or other guidelines which may be applicable for any particular area of the Product or have been communicated to you by anyone affiliated with Presage;
• intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

You shall notify Presage (support@presagetech.com) as soon as practicable of any unauthorized access to or use of the Product of which you become aware by a third party identifying themselves as you. You shall be responsible and liable for all access to and use of the Product resulting from access provided by you, directly or indirectly.

Violations of the Terms

You agree that Presage may, in its sole discretion and without prior notice, terminate your access to the Product. You also agree that any violation by you of these Terms, including incorporated policies may constitute an unlawful and unfair business practice, and may cause irreparable harm to Presage, for which monetary damages would be inadequate, and you consent to Presage obtaining any injunctive or equitable relief that Presage deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Presage may have at law or in equity.

Presage may preserve or disclose any information Presage has about you if Presage determines that such preservation or disclosure is necessary. Reasons for disclosure may include, but are not limited to: a connection with any investigation or complaint regarding your use of the Product, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Presage's rights or property, or the rights or property of visitors to or users of the Product, including Presage's customers. Presage reserves the right to preserve or disclose any information that Presage deems necessary to comply with any applicable law, regulation, or valid legal process.

You agree that Presage will not be liable to you or to any third party for termination of your access to the Product as a result of any violation or suspected violation of these Terms.

Accounts, Passwords and Security

To use the Product, you may need to create an account. You agree to provide Presage with accurate, updated and complete information for your account. Any parent or guardian who uses the Product on behalf of their child who is under 18 assumes full responsibility for ensuring the information that they provide to Presage about their child is kept secure and that the information submitted is accurate. You are fully responsible for all activities that occur under your Presage account, so it is important to keep your account and password secure. If you think someone has gained access to your account, please contact our Customer Care Team immediately.

Privacy Policy

Your use of the Product under the Terms is governed by our Privacy Policy which is hereby incorporated into these Terms by reference. Presage encourages you to review our Privacy Policy to learn more about how Presage handles data.

Export Control and Applicable Laws and Regulations

You acknowledge that the Product and relevant software are or may be subject to the U.S. Export Administration Regulations ("EAR"), economic sanctions regulations administered by the Office of Foreign Assets Control ("OFAC") and other applicable U.S. and global export control and economic sanctions laws, rules, and regulations (collectively, "Sanctions and Export Control Laws"). Accordingly, you represent and warrant that you are not named on any U.S. government list of sanctioned parties or any other applicable restricted party list ("Restricted Parties") and are not acting on behalf of a Restricted Party. You shall not (a) access or use the Product or software in any U.S.-embargoed country or region or in violation of any Sanctions or Export Control Laws; or (b) use the Product or software to export, re-export, transfer, or make available, whether directly or indirectly, any export-controlled item or information to any Restricted Parties.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree 1) Your Data is not subject to any export ban or restriction in the country in which you reside, 2) that Your Data may be transferred and/or processed outside the country in which you reside, and 3) that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access any Product online.

Presage Property

Other than Your Data, Presage shall own and retain all right, title and interest in and to the Product and software and all intellectual property rights related to any of the foregoing. Presage reserves all rights not expressly granted to you hereunder, and Presage does not grant any other rights under any other data or intellectual property, whether by implication, estoppel, waiver, or otherwise. Presage reserves the right to modify the Product and software at its discretion, including modifying features and functionalities thereof. Presage will have the right to use and exploit, without any payment or attribution obligation of any kind, any comments, feedback, suggestions or ideas you provide to Presage in connection with these Terms, the software or Product.

Product Warranty

Presage represents and warrants that the Product shall be free of any virus, back door, drop dead device, Trojan Horse, worm, logic bomb, time bomb, adware, spyware, or other software routine or hardware components designed to permit unauthorized access to, or to disrupt, disable, impede, erase, or otherwise harm, software, hardware or data.

(A) PRESAGE DOES NOT WARRANT THAT THE PRODUCT (OR THE RESULTS OR OUTPUT FROM THE PRODUCT) WILL BE ACCURATE, ADEQUATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCT, (B) THE PRODUCT, THE CONTENTS THEREIN, ANY ACCOMPANYING DOCUMENTATION, AND ANY OTHER DATA OR INFORMATION PROVIDED HEREUNDER, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITH ALL FAULTS, AND PRESAGE SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN OR OTHER ASPECTS OF ANY OF THE FOREGOING, AND (C) PRESAGE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES CONCERNING RESULTS OBTAINED FROM YOUR USE OF THE PRODUCT OR SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE THAT YOU, AND NOT PRESAGE, ARE RESPONSIBLE FOR YOUR USE OF THE PRODUCT, INCLUDING THE RESULTS AND OUTPUT OF SUCH USE.

INDEMNIFICATION

You, at your expense, will defend, indemnify, and hold Presage harmless from and against any and all losses, damages, liabilities, deficiencies, settlements, judgments, awards, penalties, interest, fines, costs, fees and expenses of whatever kind (including reasonable attorneys' fees and legal costs and expenses) ("Losses") in connection with any third-party claim, action, or proceeding ("Claim") arising from or relating to: (a) your (i) breach of these Terms, (ii) fraud, willful misconduct, or gross negligence, or (iii) violation of applicable law, and (b) a third party alleging the infringement or violation of such third party's intellectual property rights as a result of (i) Presage's use of Your Data, (ii) any modification, enhancement, or misuse by you of any software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by Presage, or (iii) the combination, operation, or use by you of any third-party software programs, websites, or other technology with any Presage software, where such combination, operation, or use was not furnished or expressly authorized in writing by Presage.

Presage, at its expense, will defend, indemnify, and hold you harmless from and against any and all Losses in connection with any third-party Claim arising from or relating to a third party alleging the infringement or violation by you of such third party's U.S. copyrights as a result of your use of the Product or software that Presage makes available to you, except in each case to the extent such infringement or violation is caused by (a) a modification, enhancement, or misuse by you of the software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by Presage, (b) failure by you to use new or corrected versions of any software provided by Presage to the extent that such use would have avoided the infringement, or (c) the combination, operation, or use by you of any third-party software programs, websites, or other technology with any Presage software where such combination, operation, or use was not furnished or expressly authorized in writing by Presage. The foregoing indemnity will be your sole and exclusive remedy with respect to any infringement or violation by you of a third party's intellectual property rights as a result of your use of the Presage's Product.

The party providing the indemnification ("Indemnitor") shall have exclusive control of the defense of any Claims and all negotiations for settlement or compromise of a Claim; provided that (a) in the event the Indemnitor is unwilling or, in the indemnified Party's ("Indemnitee") reasonable determination, unable to adequately defend such claim, the Indemnitee will have the right, upon notice, to defend such Claim itself and, in such event, the Indemnitor will indemnify and hold the Indemnitee harmless from any and all Losses including those incurred as a result of its defense of such Claim, and (b) the Indemnitor shall not have the right to settle any Claim without the prior written consent of the Indemnitees to the extent that the settlement (i) does not provide for a full and unconditional release of the Indemnitees or (ii) imposes any form of equitable relief against the Indemnitees. The Indemnitees shall provide all reasonable assistance in defending any Claim as may be requested by the Indemnitor, at the Indemnitor's sole cost and expense. For defense of the Claim, the Indemnitor shall choose legal counsel reasonably satisfactory to the Indemnitees. The Indemnitee shall give the Indemnitor written notice of the Claim subject to indemnification hereunder, provided that in no event will an Indemnitee's failure to provide such notice relieve or excuse the Indemnitor's obligations under this Section unless the Indemnitor is actually and materially prejudiced thereby.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (A) EXCEPT FOR BODILY INJURY OF A PERSON CAUSED BY A PARTY'S GROSS NEGLIGENCE AND BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL PRESAGE OR ITS SUPPLIERS (INCLUDING ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, PRODUCT OR TECHNOLOGY, OR LOSS OF BUSINESS; OR (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; AND (B) EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO COMPANY IN THE 12 MONTHS PRIOR TO THE FIRST ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE OF (A) AND (B), WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Dispute Resolution (including Arbitration, Class Action Waiver and Time to Initiate Action)

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Initial Dispute Resolution Period: Our Customer Care team is available at Presage support@presagetech.com to address any concerns you may have regarding the Product. Most concerns are quickly resolved in this manner. In an effort to accelerate resolution and reduce the cost of any Dispute (defined below) between us, you and Presage agree to first attempt to negotiate any Dispute informally for at least sixty (60) days before either party initiates any arbitration or court proceeding (the "Initial Dispute Resolution Period"). That period begins upon receipt of written notice from the party raising the Dispute. If Presage has a dispute with you, Presage will send the notice of that Dispute to the email address you have provided. If you have a dispute with Presage, you agree to send Presage a written notice by email to: support@presagetech.com. A notice of Dispute will not be valid, and will not start the Initial Dispute Resolution Period and will not allow you or Presage to later initiate a lawsuit or arbitration, unless it contains all of the information required by this paragraph: (a) subject line reading: "Notice of Dispute"; (b) description of the nature of the claim or dispute and the underlying facts; (c) date upon which the Dispute arose; (d) the specific relief sought; and (e) name, email address, and physical mailing address of the party seeking relief. The Initial Dispute Resolution Period must include a conference between you and Presage to attempt to informally resolve any Dispute in good faith. You will personally appear at the conference telephonically or via videoconference; if you are represented by counsel, your counsel must participate in the conference, but you will also participate in the conference. The conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same conference unless all parties agree. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating an arbitration or litigation. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph. If either party violates this Initial Dispute Resolution Period paragraph, a court of competent jurisdiction has the authority to enjoin the prosecution of the arbitration or court proceeding, and, unless prohibited by law, the arbitration provider shall neither accept nor administer any such arbitration nor assess fees in connection with such arbitration.

Scope: The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). You and Presage agree that any dispute, claim or controversy between you and Presage asserted after the effective date of these Terms, including but not limited to all disputes arising out of these Terms or your use of the Product (each, a "Dispute") shall be finally settled by binding arbitration except as expressly excluded below in the Section titled "Exceptions to Binding Arbitration."

Binding Arbitration: If you and Presage do not reach an agreement to resolve the Dispute following the Initial Dispute Resolution Period (and including the conference of the parties provided in the preceding paragraph), you or Presage may commence an arbitration proceeding. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") and in accordance with the Expedited Procedures in those Rules, which are available at www.jamsadr.com, unless it is a Mass Arbitration before NAM, as defined below. If, for any reason, JAMS is unable to provide the arbitration, then except as otherwise stated below, you or Presage may file a Dispute with any national arbitration company that handles consumer arbitrations following procedures that are substantially similar to the JAMS Expedited Procedures in the JAMS Comprehensive Arbitration Rules.

Class and Collective Action Waiver: TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND PRESAGE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION OR COLLECTIVE ACTION OR CLASS ARBITRATION.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Product or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Forum: For any Dispute not subject to binding arbitration, to the fullest extent allowed by law, you and Presage agree to submit to the exclusive jurisdiction of any state or federal court having jurisdiction over Fairfax County, Virginia (except for small claims court actions which may be brought in the county where you reside), and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

30 Day Right to Opt-Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out by emailing us at Presage support@presagetech.com. The notice must be sent within thirty (30) days of your first use of the Service, or the effective date of the first set of Terms containing an Arbitration and Class Action and Class Arbitration Waiver section otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt out of these arbitration provisions, Presage also will not be bound by them.

Termination and Survival

Termination: Presage may also, at any time, terminate its legal agreement with you if: (1) you have breached the Terms or incorporated policies, such as the user conduct guidelines (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of the Terms); (2) Presage is required to do so by law (for example, where the provision of the Product to you is, or becomes, unlawful); (3) the partner with whom Presage offered the Product to you has terminated its relationship with Presage or ceased to offer the Product to you; (4) Presage is transitioning to no longer providing the Product to users in the country or state in which you reside or from which you use the Product; or (5) the provision of the Product to you by Presage is, in Presage's opinion, no longer commercially viable. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Product may be referred to appropriate law enforcement authorities. You acknowledge and agree that Presage shall not be liable to you or any third party for any termination of your access to the Product, and you will defend and indemnify Presage and its affiliates against any liability, costs, or damages arising out of the breach of the representation. Finally, Presage may, in its sole discretion, restrict access to the website for any reason.

Survival of Terms: When the Terms come to an end, regardless of who terminates them, both you and Presage will continue to be bound by all but the following sections: Limited License, Modifications to Service.

Miscellaneous

Entire Agreement: The Terms make up the entire agreement between you and Presage and supersede any prior agreements.

Governing Law: These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any conflict of laws, rules, or provisions.

Waiver: If Presage does not enforce a provision in these Terms, it will not be considered a waiver.

Severability Clause: If any portion or portions of these Terms are found to be unenforceable, the remaining portions will remain in full force and effect.

Assignment: You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. Presage may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you. Presage may also substitute, by way of unilateral novation, effective upon notice to you, Presage for any third party that assumes our rights and obligations under these Terms.

Notice

Notices to you may be made via either email or regular mail. Presage may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on or through the Product. Official notices must be sent to us at:

Presage Technologies, Inc.
ATTN: General Counsel
50 Catoctin Cir NE #101
Office 114
Leesburg, VA 20176

Additionally, Presage accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.