Pepperlane Terms of Use

These Terms of Use (this “Agreement”) set out the terms on which PepperEdge, Inc. (“Company”, “we” or “us”) will provide access to and use of the marketplace platform (including certain of its services) available on or through its Pepperlane websites and/or mobile applications (collectively, the “Platform”) to you, a user of the Platform (“you” or “User”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Platform, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Platform on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization. If you do not agree to these terms and conditions, you must not use the Platform.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

1. Nature of the Platform.

1.1. General. The Platform is intended to help users launch businesses providing family, homecare or other services, and connect with customers for such services. The Platform may allow Users to access certain information or other content (which may include data, text or other materials or content) related to such businesses or services generally, or other topics. It also permits certain Users to create, upload, store and/or transmit to other Users certain information or other content (which may include data, text or other materials or content) (collectively, “User Content”). Your User Content may also be referred to as “Your Content” herein. Users may include providers or potential providers of services (“Providers”) or recipients or potential recipients of such services (“Customers”).

1.2. Company makes no representation, warranty or endorsement regarding any User or the authenticity or validity of any User Content displayed in connection with the Platform. Company is under no obligation to verify the identity or background of Users or User Content, and all Users should be careful and exercise caution in entering into transactions or otherwise interacting with other Users (including any transactions or other interactions between Users, including Providers and Customers). No partnership, agency, employment or joint venture relationship exists between Company and any User. Any services provided by a Provider to a Customer are provided solely pursuant to the agreement or other understanding between such Users, and Company is not a party to any such agreement or understanding. By using the Platform, you agree that COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR THE SERVICES OR OTHER activities OF ANY USER (INCLUDING NEGATIVE REVIEWS OR COMMENTS BETWEEN USERS), THAT the sole remedy for any damage or harm inflicted by other Users (including any Provider or Customer) will be limited to claims against such Users, and that you will not seek monetary damages or any other remedy from Company, or to impose any other liability on Company, in connection with such events.

1.3. Children. If you are under the age of 18, you may not use or access the Platform. The Platform does not knowingly collect personal information about children under the age of 13. By indicating acceptance of this Agreement or by otherwise using the Platform, you certify that you are 18 years of age or older.

1.4. Organization Users. Organizations are permitted to register and use the Platform only to the extent the applicable organization will provide services of a single individual, e.g., if an individual has formed an entity for limitation of liability purposes. Other organizations (including an organization that would provide services of multiple individuals) are prohibited from registered or using the Platform, unless otherwise expressly permitted by Company in writing from time to time.

2. Registration.

In order to use certain parts of the Platform, you may be required to provide us with your first name, last name, email address, create a password and register with us. To the extent you are using the Platform on behalf of an organization, you may need to also provide us with information in order to confirm, or permit us to confirm, any relationship between you and such organization. We may also request additional information from you. You represent and warrant to us that you will provide us with accurate, current and complete registration information. You are responsible for your registration, and for all use of the Platform using any User credentials or passwords issued to you or chosen by you. You will keep all such credentials and passwords confidential.

Currently, the following products and services may not be offered or sold on the Platform: Any medical products or services, any psychological therapy products or services, and any legal products or services. Company reserves the right to change the list of excluded products and services at any time and without notice by updating this Agreement.

Company was founded by mothers as a community where mothers help and support each other in business. Accordingly, the Platform were designed for mothers and are addressed particularly to mothers. However, we are an inclusive community, and do not limit participation in our community to mothers or women only. In addition, do not discriminate on the basis of race, color, national or ethnic origin, ancestry, age, religion or religious creed, disability or handicap, sex or gender, gender identity and/or expression (including a transgender identity), sexual orientation, military or veteran status, or any other characteristic protected under applicable federal, state or local law.

3. Fees.

3.1. Company Fees and Orders. The Platform, or certain features of the Platform, may be available only if certain subscription fees or other fees (collectively, “Fees”) are paid by you, or for your benefit (e.g., we may permit a third party to pay certain Fees for your benefit), to Company. If you purchase any subscription plan for the Platform or certain features of the Platform, you must pay any applicable Fees. You will provide us with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by our bank or payment providers, you are still liable to pay the Fees. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). You will also be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid Fees. We reserve the right to accept, refuse or cancel any orders placed with Company through the Platform, without liability or justification. We will refund you in case your order with Company was cancelled by us after your credit card or other payment method has been charged.

3.2. Provider Fees. For any provision of services by a provider User to a customer User, the customer will pay the provider the amount due for the services provided, if any, in each case in accordance with the agreement or understanding between the respective customer and provider. Each provider shall be solely responsible for the collection and payment of all sales, use or similar taxes, duties or other amounts applicable to its service transactions associated with the Platform. However, Company may from time to time offer payment processing services to its users, which may facilitate collection of relevant amounts from customers.

3.3 Stripe. Payment processing services for Providers on the Platform are provided by Stripe, Inc. ("Stripe"), and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the "Stripe Agreement"). By agreeing to these terms or continuing to operate as a Provider on the Platform, you agree to be bound by the Stripe Agreement, as the same may be modified by Stripe from time to time. As a condition of Company enabling payment processing services through Stripe, you agree to provide Company accurate and complete information about you and your business, and you authorize Company to share with Stripe this information and transaction information related to your use of the payment processing services provided by Stripe.

4. User Content.

You retain your rights in Your Content, subject to the rights granted below and our rights in Our Property as explained below. You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works, perform, display, use, and otherwise exploit in any manner, Your Content in connection with operation and promotion of the Platform and any other purposes reasonably related to the Platform or our business. To the extent reasonably necessary or appropriate to effect or support the license granted by you above, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Content.

You also hereby grant and agree to grant each other User a worldwide, non-exclusive, perpetual, royalty-free license to access, copy and use Your Content which (a) you transmit to such User via the Platform or (b) you post within any public forum or similar area of the Platform that is available to Users generally, in each case solely for such User’s own personal purposes (or in the case of a User that is an organization, for such User’s own internal business purposes, excluding for clarity any right to distribute or otherwise commercialize Your Content per se) (the “Specified Purpose”), in accordance with the terms and conditions herein.

You agree that we are not responsible for any use or disclosure of Your Content by other Users or any third party who gains access to it through the Platform (which may include unintended activities by third parties, such as by hackers).

You represent and warrant that you own all proprietary rights in Your Content or, with respect to any of Your Content you do not own, that you have the full authority and right to create, upload, store and/or transmit Your Content, and to grant the licenses and rights you have granted in this Agreement, and that your creation, uploading, storage and/or transmission of Your Content, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.

We do not control User Content, and we are not responsible for its content, accuracy or reliability. We are under no obligation to edit or control User Content, although we reserve the right to review, and take certain actions with respect to, User Content in accordance with this Agreement, including the Privacy Policy (as defined below). In the event that we deem, in our sole discretion, any User Content to be inconsistent with the terms of this Agreement, the Privacy Policy (as defined below), or any other rules or policies (including our FAQ) we may publish from time to time, we may remove such User Content from the Platform, including incomplete posts, duplicate posts, or any other User Content we deem, in our sole discretion, to be misleading or otherwise inappropriate.

On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of Your Content.

In addition to and without limiting any other rights herein (including in the Privacy Policy), you also grant us the rights to (i) de-identify Your Content (i.e., to remove your name and other identifying characteristics, consistent with applicable laws and regulations), (ii) use or disclose de-identified data for any purpose, and (iii) allow us to share de-identified data with third parties.

5. Our Ownership Rights.

The Platform, including all aspects of the Pepperlane websites and mobile applications (including Our Property, as defined below), is the property of, and owned by, Company or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Platform or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Platform are “Our Property.” For clarity, any formats, templates, methodologies, rules, algorithms and software used to create Your Content are Our Property. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.

The marks PEPPEREDGE and PEPPERLANE, and any associated logos, are our registered or unregistered trademarks or service marks. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Platform may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Platform, will inure solely to the benefit of their respective owners.

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Platform for your own Specified Purpose (as defined above), as permitted by this Agreement. We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.

6. Use of the Platform.

You must comply with any rules and policies about use of the Platform (including our FAQ) that we publish from time to time. These rules and policies will be available on the Platform. Certain features, pages or content within the Platform may contain supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.

Subject to the terms and conditions herein, you are permitted to use the Platform solely for your own Specified Purpose (as defined above).

You must not (a) create, upload or transmit Your Content if you do not have the right to do so; (b) create, upload or transmit Your Content or use the Platform in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Platform; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Platform or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Platform (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Platform or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Platform, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Platform to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Platform; (i) abuse the Platform’s bulletin board, comments, ratings or review features or sections; or (j) use the Platform in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Platform.

Your Content must not: (i) be libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or encourage a criminal offense; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (v) contain a review or any portion thereof that you were paid to write either directly or indirectly; or (vi) except for information about your business or services in your profile as a provider on the Platform (if applicable and subject to any requirements or limitations applied by Company thereto from time-to-time) or as otherwise expressly permitted by us in writing, contain any advertising, promotional, solicitation or other commercial material.

We reserve the right (but are under no obligation) to investigate any claim that User Content or use of the Platform does not conform to the terms and conditions of this Agreement, and to remove User Content from the Platform or terminate your account for breach of this Agreement.

7. Social Media.

From time-to-time, we may offer functionality on the Platform permitting you to connect the Platform to your Facebook or other social media accounts (“Social Media Accounts”). If you choose to connect your account with any Social Media Accounts, you will be able to take advantage of various social features the Company may already have or will be creating, as part of the Platform, as well as features available on such Social Media Accounts. These features will generally be designed to share information with others. For example, your friends and others who have access to view information about you on Facebook may be able to see (on Facebook and on the Platform) that you are a Platform provider or customer, and other information about your use of the Platform. You may also be able to see similar information about your Facebook friends who are connected with the Platform. Please pay careful attention to your relevant Social Media Account settings in your account on the Platform as well as your privacy settings in your Social Media Accounts which will impact this feature, when available, and may give you some control over the information that is shared and with whom it is shared.

BY CONNECTING YOUR PLATFORM ACCOUNT TO ANY SOCIAL MEDIA ACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO THE RELEVANT SOCIAL MEDIA ACCOUNT (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON SUCH SOCIAL MEDIA ACCOUNT AND YOUR SETTINGS ON THE PLATFORM). IF YOU DO NOT WANT INFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, PLEASE CHANGE YOUR SETTINGS APPROPRIATELY. Company and social media sites are continually making changes and improvements to this feature, and therefore the available features and information that are shared may change from time to time. These changes may take place without notice to you and may not be described in this Agreement.

8. Feedback.

If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Platform (collectively "Feedback"), the Feedback will be the sole property of Company. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.

9. Warranty Disclaimers and Limitations of Liability.

THE PLATFORM IS PROVIDED “AS IS”, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE PLATFORM OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE PLATFORM OR OUR PROPERTY. We may pause or interrupt the Platform at any time, and you should expect periodic downtime for updates to the Platform. No advice or information, whether oral or written, obtained by you from us or through the Platform will create any other warranty.

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL TRANSACTIONS AND OTHER INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON, OR PROVIDE OR RECEIVE ANY SERVICES. COMPANY HEREBY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE PLATFORM OR THIRD PARTIES.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR THE PLATFORM (EXCLUDING, FOR CLARITY, ANY AMOUNTS THAT MAY BE PAID BY YOU TO OTHER USERS VIA THE PLATFORM, IF APPLICABLE) IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

10. Cloud Services and Third Party Services.

Without limitation of the disclaimers and limitations of liability set forth in Section 9, you acknowledge and agree as follows: (a) we provide the Platform using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Platform would vary if we provided the Platform other than using such cloud services; and (c) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.

The Platform may depend upon, interact with or enable access to third parties’ information, other content, services or websites (each, a “Third Party Service”), which may in each case be accompanied by separate terms of use. Third Party Services may include payment processing services. Use of each Third Party Service may require that you accept additional terms of use. You must comply with the applicable terms of use when using the Third Party Service and the Platform. Company does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third Party Services.

11. Indemnity.

You will indemnify us, and our licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your breach of this Agreement or your use of the Platform (but excluding any Liabilities to the extent caused by our negligence or willful misconduct). We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.

Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Content issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.

12. Our Privacy Policy.

We operate the Platform under the Privacy Policy published at https://www.pepperlane.co/privacy (the “Privacy Policy”), which is hereby incorporated into this Agreement. Each party shall comply with the Privacy Policy.

13. Digital Millennium Copyright Act.

We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material hosted by the Platform you may contact our Designated Agent at the following address:

Sharon Kan 25 First Street, Suite 303 Cambridge, MA 02141 617-588-2066 hello@pepperlane.co

Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Platform; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices

If material that you have posted to the Platform has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Repeat Infringers

It is our policy to terminate in appropriate circumstances the accounts of Users that are repeat infringers or repeatedly violate these Terms of Use.

14. Suspension and Termination.

You may terminate this Agreement at any time by closing your account and ceasing to use the Platform. We reserve the right to suspend your account and/or access to the Platform at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Platform at any time on written notice to you (including by email to registered Users or posting on our website or mobile applications), for any reason or no reason.

If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Platform, (c) that the license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of Your Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Platform or for termination of access to your account.

Sections 1.2, 5, 8-11, and 14-21, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.

15. Modification of Platform and Agreement.

We reserve the right to modify the Platform at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we will notify you by email (for registered Users) and posting on our website or mobile applications. You agree that your continued use of the Platform constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Platform. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Company.

16. Applicable Law.

You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Platform, will be governed by the substantive laws of The Commonwealth of Massachusetts, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising from or relating to the Platform or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention for the International Sale of Goods is hereby disclaimed.

17. Arbitration.

We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Platform or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Platform) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. This provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets. In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.

You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US.

If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.

18. Force Majeure.

In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control. Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of Your Content.

19. Compliance with Laws.

You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.

20. Geography.

We are based in the United States. We provide the Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

21. Miscellaneous Provisions.

No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Platform shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be no third party beneficiaries to this Agreement.

Version: September 1, 2017

Trademark and Copyright Notice

PEPPERLANE, MOTHERHOOD IS GOOD FOR BUSINESS and LET’S CHANGE THE WORLD WITH MOTHER-OWNED BUSINESSES are trademarks or registered trademarks of PepperEdge, Inc.

© 2017 PepperEdge, Inc. All rights reserved.