Terms and Conditions

Effective Date: September 17, 2024

Authentic Music Operating Company LLC, a Delaware limited liability company ("Humanable", "we" or "us") provides access to the Humanable website, currently located at Humanable.com and all associated websites and subpages existing now or in the future (collectively, "Site"), any and all related mobile applications we may make available (collectively, "Application"), together with all enabled features, functionality and services, including, without limitation, Humanable's human-made art authentication services, Humanable's merchandise shop, the license to the Humanable marks set forth herein, and Humanable's anticipated forthcoming artist and fan social media service offered by us in connection with the Site and Application (all of the foregoing, collectively, "Services"). These terms and conditions ("Terms") govern your access and use (as a registered user, visitor, or otherwise) of the Services.

By accessing or using the Services in any way, you represent and warrant that you are a human being and have read, understood, and accept and agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

Terms of Access and Use

Subject to these Terms, we grant you a limited, non-exclusive, nontransferable personal license to access and use the Services. By accessing and using the Services, you represent and warrant that you are over eighteen (18) years of age or the applicable age of majority in your jurisdiction, and that you are either an individual acting on your own behalf, or the authorized agent of another individual or business. Your use of the Services as an authorized agent shall not relieve you of personal responsibility for your use of the Services. The rights granted to you by these Terms may be revoked by Humanable at any time, in its sole discretion.

When you download the Application under these Terms you are granted a limited, non- exclusive, non-transferable license to use the Services on a computer, tablet or mobile device that you own or control. If you have accessed or downloaded the Application from any "app" store or distribution platform, such as the Apple App Store or Google Play ("App Provider"), you acknowledge and agree that: (i) these Terms and the license granted herein are between you and us only and we are solely responsible for the maintenance and support of the Application; (ii) the App Provider has no obligation to furnish any maintenance and support services for the Application; (iii) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Application or your possession and use of the Application; (iv) the App Provider, and its subsidiaries, are third party beneficiaries of these Terms as related to your license of the Application, and that, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Application against you as a third party beneficiary thereof; and (v) you will comply with all applicable third party terms of service when using the Application, including any applicable App Provider terms of service. The Application may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Application and may take the form of bug fixes, enhanced functions, new software modules and new versions.

Registration and Accounts

In order to use certain features of the Services, you may be required to register for an account ("Account") with us and provide certain information about yourself as prompted by the Account registration form. You represent and warrant that all required registration information you submit is truthful and accurate, and that you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from unauthorized access to your Account or your failure to comply with the above requirements.

Payments

We may also charge fees for your access and use of certain features of the Services. All such fees will be determined by Humanable in its sole discretion and may be subject to change without notice to you. The payment of all required fees must be made using a valid credit card on account with us. You expressly authorize Humanable to charge the applicable amount of any required fees, plus any applicable taxes, to the payment method you provided. Any refunds are in Humanable's sole discretion.

We may offer subscriptions for some of our Services. The price of the subscription will be listed at the time you purchase one of our Services or when you subscribe separately. If you purchase a subscription from us, your subscription may renew and continue to be active until you decide to cancel the subscription. The recurring price is subject to change at our sole discretion. We will notify you directly and/or post a notice on the Services of any change in our subscription or renewal prices. Other than when expressly set forth in these Terms, or to correct any errors made by Humanable, Humanable has no obligation to provide refunds or credits.

To cancel your subscription or Services, please contact us at legal@humanable.com. Your access to the subscribed Services will terminate at the end of the cancelled billing cycle. If the subscription is cancelled for non-payment or otherwise by Humanable, no refund or pro-rated fees will be issued and you will immediately lose access to the subscribed Services.

You are responsible for keeping your payment details up-to-date by changing the details in your account settings. You authorize us to continue to charge your card using the updated information. In the event of a failed attempt to charge to your payment method (e.g. if your payment method has expired), we reserve the right to retry billing your payment method. If at any time we are unable to charge the relevant fees from the payment method you provided we may suspend your access to the Services.

Privacy

For information regarding our collection and use of information you provide to us, please refer to the Services privacy policy ("Privacy Policy"), located here which shall supplement and be incorporated into these Terms by reference. By entering into these Terms, you agree to our collection, use and disclosure of your personal information in accordance with our Privacy Policy.

User Content and Activity

The features and functionality of the Services may allow users to submit, upload, store and/or share reviews, comments, questions, messages, audio recordings, musical compositions, images, artwork, photographs, audio-visual content, text and other content, information or materials ("User Content") directly through the Services, and users shall be able to share such User Content using the features made available by the Services from time to time. The functionality of the Services may allow users to make certain User Content publicly available for other users (registered or unregistered) to view, listen to and share. Other features of the Services may enable users to privately submit and share messages between users or to upload files to store and share for private use. The foregoing activities described in this paragraph are sometimes collectively referred to herein as "User Activity".

You are solely responsible for the User Content you submit through the Services as well as your User Activity generally. You agree that, through our Services and at your direction, we are only acting as a passive conduit for your online distribution, storage, publication and/or other exploitation of your User Content. Between you and Humanable, Humanable does not claim any ownership rights with respect to your User Content. By uploading, publishing, modifying, displaying or otherwise submitting User Content to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to us, as well as to other users of the Services, a non-exclusive, transferable, fully paid, worldwide license to use, copy, reproduce such User Content for any purpose on or in connection with the Services.

You represent, warrant and agree that: (a) you have the right to agree to these Terms; (b) all of your User Content is original with you, in the public domain throughout the world or used by you with the express consents, permissions or licenses necessary from the original owner(s) of such materials for use by you and us pursuant to these Terms and that you can, and will upon request, produce such express consents, permissions or licenses; (c) your User Content and User Activity does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of publicity and privacy; (d) Humanable shall not be responsible for payments or any other liability to any third party in connection with the use of your User Activity and User Content on the Site, Application, Services or otherwise in connection with these Terms; and (e) none of your User Activity and User Content contain material which is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, otherwise objectionable or content that may be deemed to constitute "hate speech."

Humanable reserves the right to reject and/or remove any User Content or halt any User Activity that Humanable believes, in its sole discretion, violates these provisions. Humanable takes no responsibility and assumes no liability for any User Activity and/or User Content that you or any other users or third parties post, use, store or share through the Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Services, is solely your responsibility. Humanable is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Humanable shall not be liable for any damages you allege to incur as a result of such User Content. Notwithstanding the foregoing, we do not undertake to review all User Content before it is posted on the Services. Accordingly, we assume no liability for any action or inaction of any third party or regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Restrictions

You agree not to submit User Content, or otherwise take part in User Activity that:

may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or other third party;
may create a risk of any other loss or damage to any person or property;
seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
may constitute or contribute to a crime or tort;
contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, otherwise objectionable or content that may be deemed to constitute "hate speech";
contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets);
contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
contains any information or content that you know is not correct and current.

In addition to the restrictions listed above, you may not:

rent, transfer, assign, resell or sublicense access to the Services to any third-party;
combine or integrate the Services with hardware, software or other technology or materials notprovided by us;
modify or create any derivative product based on or the Services;
decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive thesource code from which any component of the Services is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code;
use the Services to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
use any high volume, automated, or electronic means to access the Services (including, without limitation, robots, spiders or scripts); or
frame the Services, place pop-up windows over its pages, or otherwise affect the display of its pages, without our prior written consent.

Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

Ownership

As between you and us, we retain all right, title and interest in and to the Services and all related Intellectual Property Rights. All rights in and to the Services not expressly granted herein are reserved. You may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Services. All trademarks, logos and service marks ("Marks") displayed on the Services are either our property, or the property of third parties. You are not permitted to use these Marks without our prior written consent, or the consent of such third party owner of the Mark(s) if not owned by Humanable. If you are an active member of Humanable and Humanable has certified at least one of your songs, you may use the Humanable trademarks as set forth in our Brand Style Guidelines and subject to our Limited Trademark Use License To You set forth below.

Copyright. You should assume that everything you see or read on the Services is copyrighted unless otherwise noted and may not be used without the written permission of Humanable. Humanable neither warrants nor represents that your use of materials displayed on the Services will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on the Services is either property of, or used with permission by, Humanable. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Services. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Trademark. Unless specifically provided in these Terms, nothing contained on the Services should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on the Services without the written permission of Humanable or such third party that may own a trademark displayed on the Services. Your misuse of Humanable's trademark(s) displayed on the Services, or any other content on the Services, except as provided herein, is strictly prohibited.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all content, copyrighted materials, and trademarks that you see, hear, and use on the Services. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Humanable or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Limited Trademark Use License to You

If you are an active Humanable member that has certified at least one song through the Humanable platform and having agreed to these Humanable Terms and this trademark license contained in these Humanable Terms ("you"), then you are able to use the Humanable logo icon and the Humanable word mark in certain limited circumstances set forth in the Brand Style Guidelines, as the same may be updated from time-to-time.Brand Guidelines

License Grant.

We hereby grant to you a non-exclusive, royalty-free, revocable, non-assignable, non-sub licensable, limited license to you to use the Humanable-owned marks set forth in the Brand Style Guidelines (the "Humanable Marks") only for so long as you remain an active Humanable member and only in connection with the sale, advertisement, promotion, use, and/or distribution of Humanable-certified music and permitted related goods as set forth in the Brand Style Guidelines ("Your Music") pursuant to the terms and conditions of these Humanable Terms.

Quality Control and Maintenance.

(a) You will use the Humanable Marks only in connection with Your Music, and only in accordance with the Brand Style Guidelines, as the same may be updated from time-to-time, and only with a high level of quality and consumer satisfaction, and only in accordance with standards provided by us at any given time.
(b) You will not do any act which would reasonably be expected to dilute, tarnish, or materially weaken the strength of the Humanable Marks, or render such marks generic or invalid;
(c) You will conduct your business and operations in a manner that would not reasonably be expected to have an adverse effect on the reputation of Humanable or its goodwill associated with the Humanable Marks;
(d) You will not perform any act or fail to act in any way that could reasonably be expected to injure, denigrate or otherwise, devalue the Humanable Marks or the goodwill or reputation of Humanable. You hereby agree that you will use commercially reasonable efforts to ensure that your employees and other personnel do not make any offensive remarks, commit any criminal act, or commit any other act which could reasonably be expected to reflect unfavorably upon the Humanable Marks or Humanable in any material respect; and, in the event of any such conduct, you will work with the us to promptly minimize any resulting adverse impact on the Humanable Marks or on Humanable and to remedy any such conduct;
(e) You shall not make any representation or do any act which may be taken to indicate that you have any right, title, or interest in or to the ownership of the Humanable Marks other than the licensed rights conferred by these Terms.

Advertising.

You will, upon request, provide us with samples of printed and electronic media prepared by you or on your behalf bearing any of the Humanable Marks. All use of the Humanable Marks by you shall comply with the laws of the United States of America and of the fifty several States and any other applicable laws, rules and regulations. You will source all materials for the goods bearing the Humanable Marks from ethical sources that comply with all wage, hour, and safety regulations.

No Transfer of Rights.

The rights granted in this Agreement to you are not assignable or sub-licensable. You may not transfer or assign your rights related to the Humanable Marks hereunder without our prior written consent, which consent may be withheld in Humanable's sole and absolute discretion. Any purported assignment or transfer by you without such consent shall be void and of no effect.

Term.

The license granted herein shall commence as of the day you become an active Humanable member and you have certified at least one song through the Humanable platform and you have agreed to these Humanable Terms and this trademark license contained in these Humanable Terms.

Termination.

(a) If you terminate your Humanable membership or if there shall occur a material breach by you of any of the material terms and conditions of this license and any other agreement which you have in place between yourself and us, the grant of licensed rights hereunder shall terminate immediately.
(b) We may, at our option, terminate the grant of licensed rights hereunder if you show a pattern of not meeting the standards of quality as set forth herein or if your business practices, in our sole opinion, violate any laws or endanger our reputation.
(c) We may, at our option, terminate the grant of rights hereunder in the event, for any reason, you sell, close, dissolve, or otherwise end your business or if you file for bankruptcy.
(d) You may terminate the license granted herein at any time.

Effect of Termination.

If this license is terminated for any reason, all use by you of the Humanable Marks, or your successor or purchaser, shall cease immediately and all unsold goods bearing the Humanable Marks shall be destroyed and you will confirm such destruction via letter; and you will remove the Humanable Marks from your website, promotional materials, advertising, and all other written and/or electronic materials, including meta data, whether distributed internally or externally by you, and any and all other use(s) shall immediate cease.

Ownership.

The license granted herein shall not be deemed to confer on you any property rights in the Humanable Marks or any related marks or variants of the same or the goodwill now or hereafter attached thereto. Licensee shall use the Humanable Marks only as provided in these Terms or as directed by Humanable. You acknowledge that Humanable is the sole owner of the Humanable Marks and that all use of the Humanable Marks by you inures to the benefit of Humanable and/or its affiliate(s). You will not, at any time, contest the ownership or validity of the Humanable Marks or any other trademarks owned or used by Humanable or otherwise do, or permit to be done, any act or thing to impair or which tends to impair the rights of the Humanable in the Humanable Marks or any other mark owned or used by Humanable.

AFFIDAVIT OF AUTHENTICITY.

BY SUBMITTING A SONG TO BE CERTIFIED BY HUMANABLE THROUGH THE SERVICES, YOU AGREE THAT YOU ARE EXECUTING THE FOLLOWING AFFIDAVIT OF AUTHENTICITY:

STATEMENT OF FACTS: USER DID NOT USE, AND DID NOT PERMIT OR ENABLE ANY THIRD PARTY TO USE, GENERATIVE ARTIFICIAL INTELLIGENCE IN THE MAKING OF THE SONG(S) WHICH USER HAS SUBMITTED FOR CERTIFICATION BY HUMANABLE. ALL MUSIC SUBMITTED FOR CERTIFICATION BY HUMANABLE BY USER IS COMPLETELY HUMAN-MADE, MEANING IT WAS COMPOSED BY, ARRANGED BY, AND PERFORMED ONLY BY HUMAN BEINGS.

AFFIANT CERTIFICATION STATEMENT: USER HEREBY CERTIFIES THAT THE STATEMENTS MADE IN THIS AFFIDAVIT OF AUTHENTICITY ARE TRUE AND CORRECT. INACCURATE AND/OR FRAUDULENT STATEMENTS MADE COULD RESULT IN DENIAL OF THE USE OF THE SERVICES AND SUBJECT THE USER TO CRIMINAL AND CIVIL PENALTIES.

Copyright Claims.

We respect the Intellectual Property Rights of others. If you believe that any content on our Services infringes upon your copyright or the copyright of someone you represent, please send an e-mail or other written notice to our Designated Copyright Agent using the contact information provided below (each, a "Notice"). All Notices should meet the requirements of the Digital Millennium Copyright Act (DMCA) 17 U.S.C. § 512(c)(3) and include the following information:

(a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed;
(c) a description of where the material that you claim is infringing is located on the Services, and information reasonably sufficient to permit us to locate the material;
(d) your address, telephone number, and e-mail address;
(e) 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; and
(f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated Copyright Agent for notice of claims of copyright infringement is: Copyright Agent Authentic Music Operating Company LLC d/b/a Humanable, 1030 16 th Avenue S., Nashville, TN 37212 Email: legal@Humanable.com

In accordance with the DMCA and other applicable law, Humanable has adopted a policy of terminating, in appropriate circumstances and in Humanable's sole discretion, users who are deemed to be repeat infringers. For the avoidance of doubt, the foregoing sentence in no way limits Humanable's right to limit access to the Services and/or terminate the Accounts of any users for any reason, in Humanable's sole discretion, including, without limitation, in the case of users who infringe, or allegedly infringe, any Intellectual Property Rights of others, whether or not there is any repeat infringement.

Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notice. Thus, if you are not sure that material located on or linked to by the infringes your copyright, you should consider first contacting an attorney.

Links to Third-Party Websites or Services

You may be able to access websites, content, products or services provided by third parties through links that are made available on the through the Services ("Third Party Services"). For example, we may include links to various digital music services or to ASCAP, BMI, or other licensing organizations. If you elect to use such Third Party Services, you understand that your use of them will be subject to any terms and conditions required by the applicable third parties. You understand that Humanable is not the provider of, and (to the maximum extent legally permitted) is not responsible for, any such Third Party Services or any transactions or use thereof. Where the Services include any links to Third Party Services, this does not imply any endorsement by us of the goods, services or materials available on such Third Party Services.

Hold Harmless and Limited Liability

You agree to use the Services at your own sole risk, and agree to hold harmless Humanable and its licensors and/or any of our and their respective successors and assigns from any and all liability, harm, damages, costs (including attorney's fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from your use of the Services, any violation of these Terms or of applicable law, or any third party claim of infringement of any Intellectual Property Rights, or any other right, arising from the hosting, making available or any other use of your User Activity and/or User Content on the Services. Your agreement to these Terms shall permanently and wholly bar you from any legal action of any sort towards Humanable for the use of the Services or any resultant effects of any sort, shape, kind or type, including any statutory and/or tort actions, specifically inclusive of any legal, action of any type, kind, or sort.

ALL INFORMATION, CONTENT AND MATERIALS PROVIDED VIA THE SERVICES ARE PROVIDED "AS IS." WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS PROVIDED VIA THE SERVICES. WE CANNOT GUARANTEE THAT ACCESS TO OR USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. WE EXPRESSLY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW. NEITHER HUMANABLE NOR ANY OF OUR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, AGENTS, PREDECESSORS, SUCCESSORS, LICENSORS OR ASSIGNS SHALL BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES INCURRED IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OF THE INFORMATION OR MATERIALS PROVIDED ON THE SERVICES, OR ANY DAMAGE OR LOSS, INTERRUPTIONS, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. OUR GGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES, REPRESENTATIVES, AGENTS, PREDECESSORS, SUCCESSORS, LICENSORS AND ASSIGNS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO HUMANABLE FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE FOREGOING IS APPLICABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

Modifications

We may change these Terms from time to time, and expect to do so as we evolve and expand the Services. Any such changes will become effective immediately upon your assent thereto. Continuing use of the Services after changes to the Terms have been posted shall be deemed assent to the changes. If you object to any such changes, your sole recourse will be to cease using the Services. Continued use of the Services following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes.

Restricted Persons

You represent and warrant to Humanable that you (a) are not designated on any sanctions- or export- related list of restricted or blocked persons, including designation on the U.S. Department of the Treasury Office of Foreign Asset Control's ("OFAC") List of Specially Designated Nationals and Blocked Persons, (b) are not located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any U.S. or other relevant governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Crimea Region of Ukraine, (c) are not greater than 50% owned or controlled by any persons described in clause (a) or (b) (collectively with (a) and (b), a "Restricted Person"), (d) will not violate or cause Humanable to violate any economic sanctions, including those administered by OFAC, in connection with the Services, and (e) will notify Humanable immediately of any breach of the terms described in clauses (a) through (d).

Miscellaneous

These Terms and the Privacy Policy constitute the entire agreement between you and us with respect to your access to and use of the Services. We reserve the right to terminate these Terms, your Account, and your access to the Services at any time without notice. You may delete your Account at any time, for any reason, by following the instructions on the Site or Application. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. If any provisions hereof are deemed invalid or unenforceable, they will be severed or construed to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect. No waiver of any provision by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The Services are hosted and operated in the United States of America and we make no representation that any content is appropriate for access outside of the United States. Those who choose to access the Services from outside the United States do so on their own initiative and are responsible for compliance with local laws. These Terms shall be construed and enforced in accordance with the laws of the United States and the State of Tennessee, without regard to any conflict of law provisions, and any and all legal actions in connection with the Services and/or these Terms or our Privacy Policy shall be brought exclusively in the federal or state courts located in Nashville, Tennessee, U.S.A.