This Terms of Use Agreement (“Agreement”) is a legally binding contract between you (“You” or “Your”) and Azorian Inc, dbaAppail! (“Appail” Reply Champ App or “Company”) and is effective as of Feb 1, 2019. This Agreement specifies the terms and conditions for access to and use of the Reply Champ software application and website (www.replychamp.com) (collectively, including all content and functionality, the “Service”) and describes the terms and conditions applicable to Your access to and use of the Service. By using the Service, and in consideration of Reply Champ providing the Service to You, You agree to comply with and be bound by this Agreement, and Reply Champ’s Privacy Policy, found at www.replychamp.com/privacy and incorporated herein by reference, whether You have not registered for the Service (“Visitors”) or You are a registered user of the Service (“Members”) (Visitors and Members shall be collectively referred to herein as “Users.”). Please review these terms and conditions and the Privacy Policy carefully.

YOU UNDERSTAND THAT BY USING THE SERVICE, INCLUDING CONTENT PROVIDED THEREIN, OR YOUR ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE. If You agree to this Agreement on behalf of a business, You represent and warrant that You have the authority to bind that business to this Agreement and Your Agreement to these terms will be treated as the agreement of the business. In that event, “You” and “Your” will refer and apply to both that business and You.

1. Agreement. This Agreement applies to all uses of the Service. Reply Champ reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Service or modify this Agreement. Any such modifications shall be effective immediately. You can view the most recent version of these terms at any time at www.replychamp.com/ terms. Posting on the Reply Champ Site or notification in the app a change notice or a new agreement is considered sufficient notice to You of the modifications. However, You agree to be bound by any superseding Terms of Use agreements, even if You have not received notice of such a change. Each use by You shall constitute and be deemed Your unconditional acceptance of this Agreement. If modifications of the Agreement are not acceptable to You, Your only recourse is to terminate this agreement and immediately refrain from using any and all services provided by the Service. Your continued use of the Service constitutes ratification of Your acceptance of any new terms or conditions.

2. Right to Access. Reply Champ reserves the right to prevent and/or prohibit access to the Service by anyone for any reason, consistent with applicable law, including Your failure to follow the policies itemized herein, as a result of which Reply Champ in its sole discretion may take appropriate action, including, but not limited to temporarily suspending or permanently banning a User from accessing the Service. You acknowledge that use of the Service is a privilege granted under this Agreement and that Your rights to free speech will not be considered abridged in the event that You are denied access to the Service.

3. Reply Champ Accounts. Subject to the limitations listed in these Terms of Use, Reply Champ hereby grants you permission to use the Service. You expressly acknowledge that if you do not comply with any provision of the Terms of Use, Reply Champ can terminate Your use of the Service without notice, at no cost to Reply Champ, and without Reply Champ being liable to You.

In order to access certain features of the Service, You will have to create a Reply Champ account and become a Member by downloading the Reply Champ app onto your mobile device and providing registration information, including your correct first and last names. If Reply Champ believes the details are not correct, current, or complete, it has the right prevent you from accessing the Service, or any of its resources and to terminate or suspend your account.

You expressly agree that You are solely responsible for any activities or actions that occur on Your account, whether or not You have authorized such activities or actions. Specifically, You agree that You are solely responsible for the User Content posted, transmitted, updated, or otherwise provided by or from your account. You must notify Reply Champ immediately of any breach of security or unauthorized use of Your mobile phone or User account. Although Reply Champ will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of Reply Champ or others due to such unauthorized use.

You agree that the Reply Champ Service does not serve as a replacement for your existing mobile phone account. As such, the Service may be limited, suspended or restricted by geography, volume, duration or any criteria decided by Reply Champ at its sole discretion and without liability to You. You acknowledge that access to voice transmission networks is not provided by Reply Champ. You further agree that that Reply Champ service cannot be relied upon for emergency messages and that it is your sole responsibility to address emergencies as they arise.

You agree that the information that You provide to Reply Champ upon registration, and at all other times will be true, accurate, current and complete. You may terminate Your Reply Champ account at any time and for any reason by deleting the app from Your mobile device.

4. Intellectual Property Rights and Ownership.

Definitions: “Content” as used in this Agreement means, collectively, the text, images, illustrations, icons, headers, date, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like made available through the Service, excluding User Content. “User Content” as used in this Agreement means, collectively, the text, data, remarks, suggestions, ideas, graphics, images, photos, audio and video files, and other content and information which Users send, deliver, publish, post, upload, and otherwise submit through the Service. User Content may include incorporation and modification of existing copyrighted materials sent, delivered, published, posted, uploaded or otherwise submitted through the Service, including but not limited to movie trailers, music videos, audio files, music lyrics, images or photographs (collectively, “User Submissions”). User Content and User Submissions shall collectively be referred to herein as “User Content and Submissions.”

Content: “Reply Champ” is a trademark of Azorian Inc, DBA Appail! All Content on the Service, including without limitation the trademarks, service marks and logos contained therein are owned by or licensed to Azorian Inc,. DBA Appail subject to copyright and other intellectual property rights or licenses held by Azorian Inc. under the law. All Content is copyrighted under the U.S. and international copyright laws and Azorian Inc., DBA Appailowns, to the fullest extent allowed by such law, the copyright in the arrangement, coordination, enhancement and selection of such Content or this Service.

Service Content, defined in Section 5 below, is provided to You AS IS for Your information and personal use only and may not be downloaded, copied, reproduced, republished, distributed, assigned, sublicensed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Azorian Inc., DBA Appailor its respective owners. You agree not to copy materials on the Site or Software, reverse engineer or break into the Site or Software, alter or modify any part of the Site or Software, access content through any technology or means other than the explicitly authorized means Reply Champ may designate, or use materials, products or services in violation of any law. The use of this Service is at the discretion of Reply Champ and Reply Champ may terminate Your use of this Service at any time. Under no circumstances will You acquire any ownership rights or other interest in any Content by or through Your use of this Service.

User Content: You retain all of your ownership rights in Your User Content. You affirm, represent and/or warrant that You own or have the necessary licenses, rights, consents and permissions to use and authorize Reply Champ to use all patent, trademark, trade-secret, copyright or other proprietary rights, including privacy and publicity rights, to any and all User Content and Submissions to enable inclusion and use of the User Content and Submissions in the manner contemplated by the Service and this Agreement. You also hereby grant each User of the Service a non-exclusive license to access the User Content and Submissions which You transmit to such User. By posting, uploading, transmitting, or sharing any User Content to or through Reply Champ, you specifically grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any intellectual property rights for the content that you share publicly on or in connection with our Service. This License will end once you delete such content or your account unless Users who have seen the content saved it. Removed content may persist in backup copies for a reasonable period (but will not be available to others, except if required by law or court order). Reply Champ will consider anything you provide to Reply Champ, including feedback, ideas or suggestions and/or contributions to this Service as available for Reply Champ’s use free of any obligations to You (including any payment). Under no circumstances will Reply Champ pay You for the use of Your ideas or submissions.

Limitations: You acknowledge and agree that Reply Champ may, at its option, establish limits concerning User Content and Submissions, including without limitation, file storage size or transmissions. Additionally, Your User Content and Submissions may become unavailable for any number of reasons, including operational glitch or termination of Your account by Reply Champ for violations of these Terms. Reply Champ will have no responsibility or liability for, and You are solely responsible for creating back-ups of Your User Content and Submissions.

Disclaimer: You understand that when using the Service, You will be exposed to User Content and Submissions from a variety of sources, and that Reply Champ is not responsible for the accuracy, usefulness or safety of or relating to such User Content and Submissions. You further understand and acknowledge that You may be exposed to User Content and Submissions that are inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Reply Champ with respect thereto, and agree to indemnify and hold Reply Champ, its owners/operators, affiliates, employees, directors, agents and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Service.

Reply Champ does not endorse any User Content and Submissions or any opinion, recommendation, or advice expressed therein, and Reply Champ expressly disclaims any and all liability in connection with User Content and Submissions. Reply Champ does not permit copyright infringing activities and infringement of intellectual property rights on its Site, andReply Champ will remove all User Content and Submissions if properly notified that such User Content and Submissions infringes on another’s intellectual property rights. Reply Champ reserves the right to remove User Content and Submissions without prior notice.

5. Site Use and User Obligations. The Service may be used and accessed for lawful purposes only. You may only access User Content and Submissions that are submitted to You and intended for Your receipt. Your use of the Service is solely for Your information and personal use, as intended through the provided functionality of the Service. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with Your use of the Service. In addition, You agree that You do not have the right to and will not do any of the following while using or accessing the Service, including without limitation:

a)Use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, download, or otherwise exploit any Content, User Content or User Submissions (collectively “Service Content”) in any manner not intended by the normal functionality of the Service or otherwise as prohibited under this Agreement;

b)Publish, post, send, deliver, upload, download, stream, email or otherwise transmit (i) any Content to which You do not have the lawful right to copy, transmit and display (including any User Content and User Submission that would violate any confidentiality, privacy, or fiduciary obligations that You might have with respect to the User Content and/or User Submission); (ii) any Content for which You do not have the consent or permission of each identifiable person in the Content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the Content) and such consent or permission is necessary; or (iii) any Content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

c)Collect, compile or store Users’ personally identifiable information, or send, upload, stream, email or otherwise transmit to Users any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitations;

d)Use any meta tags or other hidden text or metadata utilizing a Reply Champ name, trademark, URL or product name, including without limitation “Reply Champ”;

e)Circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Site Content or enforce limitations on the use of the Site or the Site Content herein;

f)Publish, post, send, deliver, stream or broadcast unlawful, false, misleading, libelous, revenge videos, obscene, threatening, hateful, harassing or defamatory statements about any organization or person, or publish, post, send stream or broadcast any User Content and Submissions that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including without limitation any pornography, revenge pornography, erotica, child pornography or child erotica), or that contain objects or symbols that are deceptive, threatening, abusive, inciting of lawful action, defamatory, libelous, vulgar or violent or that constitute hate speech;

g)Publish, post, send, deliver, stream or broadcast content that includes or describes graphic violence;

h)Publish, post, send, deliver, stream, broadcast or otherwise transmit any User Content or Submission that contains software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of the Service; or (ii) interfere with the access of or to any User, host, network or server, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Site or Software;

i)Publish, post, send, deliver, stream, email, broadcast or otherwise transmit any User Content or Submission that includes a code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Content and Submissions that is unrelated to the immediate, aesthetic nature of the User Content and Submissions;

j)Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at or linked from the Site or Software, servers or networks connected to the Site or Software or the technical delivery systems of Reply Champ’s providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Software;.

k)Attempt to probe, scan or test the vulnerability of any Reply Champ system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Software;

l)Attempt to decipher, decompile, disassemble or reverse engineer any of the components used to provide the Site and Software;

m)Attempt to access, search or meta-search the Site or Software with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Reply Champ or other generally available third-party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, or Opera);

n)Impersonate or misrepresent Your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;

o)Use the Service in any manner not permitted by this Agreement;

p)Encourage or instruct any other individual to do any of the foregoing or to violate any term of this Agreement. If You notice another User engaging in any of the aforementioned prohibited policies while using the Service, You agree to immediately notify the Reply Champ administrators at appsupport@appail.com

You agree not to use the Service or any Content for any commercial use, without the prior written authorization of Reply Champ. Prohibited commercial uses include any of the following actions taken without Reply Champ’s express approval:

a) Sale of access to the Service or related services on another website or software application;

b) The sale of advertising, on the Site or through the Software, or any third-party website or software application, targeted to the content of specific User Content and Submissions; and,

c) Any use of the Site or Software or their related services that Reply Champ finds, in its sole discretion, to use Reply Champ’s resources or User Content with the effect of competing with or displacing the market for Reply Champ and Service Content.

Reply Champ has the sole discretion to determine if any content published using the Service violated these content restrictions.

6. User Interactions. You understand that Reply Champ does not guarantee any confidentiality with respect to any User Content and Submissions, whether or not such User Content and Submission is published, posted, sent, delivered or otherwise transmitted. You shall be solely responsible for Your own User Content and Submissions and the consequences of posting, publishing, sending, delivering or otherwise transmitting them. You are solely responsible for Your interactions (including any disputes) with other Users. You understand that Reply Champ does not in any way screen Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and disclosing personal information to other Users. You agree to take reasonable precautions in all interactions with other Users, particularly if You decide to meet a User offline, or in person. Your use of the Service, and Site Content and any other information or other materials made available through the Service is at Your sole risk and discretion and Reply Champ hereby disclaims any and all liability to You or any third party relating thereto. Reply Champ reserves the right to contact Users, in compliance with applicable law, in order to evaluate compliance with the rules and policies in this Agreement. You will cooperate fully with Reply Champ to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized Reply Champrepresentatives access to any password-protected portions of Your Reply Champ account.

Reply Champ may in its sole discretion review Content exchanges and/or other communications engaged in via the Service, in accordance with applicable law, in order to evaluate compliance with the rules and policies set forth in this Agreement or as otherwise technically necessary.

7. In App Purchases. You may purchase through the Reply Champ app (“In App Purchase”) certain goods to enhance the Service. Reply Champ uses a third-party payment processer for YourIn App Purchase and the payment processing is subject to the terms, conditions, and privacy policy of the their party processer, available at: https://replychamp.com/legal. Third Party applications are solely responsible for its errors in processing payments. You hereby authorize Reply Champ, through third parties, to charge Your chosen payment provider (Visa, American Express, etc.) for all charges at the prices indicated for any In App Purchases. You agree to make payment to Your chosen payment provider for the In-App Purchases and Reply Champ reserves the right to correct any errors or mistakes, even if Reply Champ has already requested or received payment. You agree that all In App Purchases are final and You are not eligible for any refunds.

8. Compliance with Laws. You agree to comply with all applicable laws regarding Your use of the Service. You further agree that information provided by You is truthful and accurate to the best of Your knowledge.

9. Indemnification. You agree to indemnify, defend and hold Reply Champ and its officers, directors, partners, employees, and affiliates, harmless from and against any liabilities, losses, claims, damages and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way related to (a) Your access to or use of the Service; (b) Your violation of this Agreement; (c) Your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; and/or (d) any claim that one of Your User Content and Submissions caused damage to a third party, including without limitation claims that Your User Content and Submissions are infringing.

10. Disclaimer. THE INFORMATION CONTAINED IN THE SOFTWARE AND ON THE WEBSITE, INCLUDING ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. YOU AGREE THAT USE OF THE SERVICE AND ITS CONTENT IS AT YOUR SOLE RISK. REPLY CHAMP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF: TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE AND NON-INFRINGEMENT. REPLY CHAMP MAKES NO WARRANTIES OR REPRESENATIONS ABOUT THE ACCURACY OR COMPLETEMENESS OF THE SERVICE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICE. REPLY CHAMP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND REPLY CHAMP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SOFTWARE SHALL BE TO DISCONTINUE USE OF THE SERVICE.

11. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL REPLY CHAMP, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR AGENTS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICE, YOUR USE OF THE SERVICE, OR THE SOFTWARE AND WEBSITE CONTENT, INCLUDING WITHOUT LIMITATION (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT SUBMITTED, PUBLISHED, STREAMED, BROADCASTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER THE DAMAGES ARE FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE AND/OR CONTENT IS TO CEASE ALL USE OF THE SERVICE.

12. Use of Information/Assignment. You will not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Reply Champ. Any purported assignment or delegation by You without the appropriate prior written consent of Reply Champ will be null and void. Reply Champ reserves the right, and You authorize Reply Champ, to use and assign all information regarding Your use of the Service and all information provided by You in any manner consistent with our Privacy Policy.

13. Relationship of the Parties. For purposes of this Agreement, including if You become a Member and create an account, You are not an employee or agent of Reply Champ, and You will not represent that You are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under this Agreement, including without limitation any expenses associated with the implementation of this Agreement.

14. Notification of Copyright Infringement. Reply Champ respects the intellectual property rights of others and expects its Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Reply Champ will respond expeditiously to claims of copyright infringement committed using the Service that are reported to Reply Champ. If You believe Your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information to our Designated Copyright Agent:

a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b) A description of the copyrighted work that You claim has been infringed;

c) A description of where the material that You claim is infringing can be found, including the mobile phone number of the Reply Champ User You claim infringed the copyrighted work;

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, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

Reply Champ’s Designated Copyright Agent for Notice of claims of copyright infringement on the Site who can be reached as follows:
appsupport@appail.com

15. Counter Notices: One who has posted material that allegedly infringes a copyright may send Reply Champ a counter notice pursuant to Sections 512(g)(2) and 512(g)(3) of the DMCA. When Reply Champ receives a counter notice, it may in its discretion reinstate the material in question in not less than ten (10) nor more than fourteen (14) days after it receives the counter notice unless it first receives notice from the copyright claimant that they have filed a legal action to restrain the allegedly infringing activity. To provide a proper counter notice, please provide the following information to Reply Champ’s Designated Copyright Agent:

a) 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.

b) A statement by You, made 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.

c) Your name, address, telephone number and, if available, email address:

d) The following statement: “I hereby state that I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located or, if my address is outside of the United States, for any judicial district in which Azorian Inc., DBA Appail and Trade MarkReply Champ may be found, and I will accept service of process from the complaining party who notified Azorian Inc,. DBA Appail , Reply Champ of the alleged infringement or an agent of such person.”

e) A statement by You, made under penalty of perjury, that the above information in Your counter notice is accurate.

f) Your physical or electronic signature.

The Counter Notice should be delivered to Reply Champ’s Designated Copyright Agent, as indicated above. Please note that if You provide a counter notice, in accordance with our Privacy Policy and the terms of the DMCA, the counter notice will be given to the complaining party.

16. Notification of Trademark Infringement. If You believe that some other intellectual property right of Yours is being infringed by a User, please provide Reply Champ’s Designated Copyright Agent (specified above) with the following information:

a) Your physical or electronic signature, or a physical or electronic signature of a person authorized to act on Your behalf;

b) Your name, address, telephone number and, if available, email address:

c) Identification of the intellectual property alleged to have been infringed, including (i) a complete description or explanation of the nature of the intellectual property, (ii) evidence that You own the intellectual property in the relevant jurisdiction, including copies of relevant patents, registrations, certifications or other documentary evidence of Your ownership, and (iii) a showing sufficient for Reply Champ to determine without unreasonable effort that the intellectual property has been infringed;

d) Information reasonably sufficient to permit Reply Champ to identify the use being challenged;

e) A statement that You have not authorized the challenged use, and that You have a good-faith belief that the challenged use is not authorized by law; and

f) A statement under penalty of perjury that all of the information in the notification is accurate and, that You are the intellectual property owner, or are authorized to act on behalf of the intellectual property owner.

Upon receipt of notice as described above, Reply Champ will seek to confirm the existence of the intellectual property at issue, notify the user who submitted the content containing the intellectual property, and take whatever action, in its sole discretion, it deems appropriate, including temporary or permanent removal of the intellectual property. A user may respond to notice of takedown by showing either (a) that the claimant does not own the intellectual property or (b) that the intellectual property is not infringed. If the user succeeds in showing either (a) or (b) then Reply Champ may exercise its discretion not to remove the intellectual property. If Reply Champ decides to comply with a takedown request, it will do so within a reasonably expeditious period of time.

17. Applicable Law. To the extent permitted by law, You agree that this Agreement shall be governed by the internal laws of the State of California, without respect to its conflict of laws principles.

18. Binding Arbitration; No Class Actions, and Jury Waiver. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND REPLY CHAMP TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

a) Applicability of Arbitration Agreement. You and Reply Champ agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that You and Reply Champ are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. For clarification, the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.

b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules (https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) as of the date of these Terms, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c) Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

d) Fees. If You choose to arbitrate with Reply Champ, youwill not have to pay any fees to do so. That is because Reply Champ will reimburse You for Your filing fee and the AAA’s Consumer Arbitration Rules provide that any hearing fees and arbitrator compensation are Reply Champ’s responsibility. To the extent another arbitral forum is selected, Reply Champ will pay that forum’s fees as well.

e) Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of You and Reply Champ. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and Reply Champ.

f) Waiver of Jury Trial. YOU AND REPLY CHAMP WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Reply Champ are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between You and Reply Champ over whether to vacate or enforce an arbitration award, YOU AND REPLY CHAMP WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

g) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither You nor Reply Champ are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 18.

h) Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

i) Opt-out. You may opt out of this arbitration agreement. If You do so, neither You nor Reply Champ can force the other to arbitrate. To opt out, You must notify Reply Champ in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Reply Champ username, mobile phone number, and the email address you used to set up your Reply Champ account (if you have one), and an unequivocal statement that You want to opt out of this arbitration agreement. You must either mail email the opt-out notice to appsupport@appail.com.

j) Small Claims Court. Notwithstanding the foregoing, either You or Reply Champ may bring an individual action in small claims court.

k) Arbitration Agreement Survival. This arbitration agreement will survive the termination of Your relationship with Reply Champ.

19. Exclusive Venue. To the extent that this Agreement allows You or Reply Champ to initiate litigation in a court, both You and Reply Champ agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Superior Court of California, County of Los Angeles. You and Reply Champ consent to the personal jurisdiction of both courts.

20. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term andReply Champ’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

21. Force Majeure. Reply Champ will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Reply Champ infrastructure or connectivity to the Internet, or failure at Reply Champ co-location facility, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Reply Champ will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

22. Termination. Reply Champ may terminate this Agreement at any time, with or without notice, for any reason. After any termination, either by You in accordance with paragraph 3 or by Reply Champ, You understand and acknowledge that Reply Champ will have no further obligation to You. Upon termination, all licenses and other rights granted to You by this Agreement will immediately cease. Reply Champ is not liable to You or any third party for any termination. Upon any termination or suspension, any information (including User Content, defined above) that You have submitted via the Service or that which is related to Your account may no longer be accessed by You. Furthermore, Reply Champ will have no obligation to maintain any information stored in Reply Champ’s database related to Your account or to forward any information to You or any third party.

Any suspension, termination or cancellation will not affect Your obligations to Reply Champ under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

23. Entire Agreement. This Agreement, together with the Privacy Policy and any other legal notices published by Reply Champ on the Site or Service, shall constitute the entire and exclusive agreement between Reply Champ and You regarding the Service and Service Content and supersede and replace any prior agreements between Reply Champ and You regarding the Service and Service Content.

24. Contact Information.

HOW TO CONTACT US:
appsupport@appail.com

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