TERMS OF USE

Users. The users of the Website consist of the following roles (collectively the “Users” and individually, an “User”):

1. A “Viewer” may view the publicly available content on the Website without logging in.

2. A “Reader” is an individual that has opted-in to receive content such as newsletters from the Company via email or other means of communication.

3. A “Subscriber” is an individual that has purchased a monthly or annual service plan from the Company.

1. The “Services” shall refer to the products and services offered by the Company via the Website.

2. The Company hereby grants to Users a revocable, limited, non-assignable, non- sublicensable, nonexclusive license for the duration of User’s current viewing session to access, view and use the Website subject to the limitations set forth in these Terms of Use.

3. The Company hereby grants to Readers a revocable, limited, non-assignable, non- sublicensable, nonexclusive license to receive newsletters and other Company content subject to the limitations set forth in these Terms of Use.

4. The Company hereby grants to Subscribers, for the duration of Subscriber’s subscription, a revocable, limited, assignable, non-sublicensable, non-exclusive license to access and use the Services purchased by Subscribers subject to the limitations set forth in these Terms of Use.

5. The licenses granted in subsections (b)-(d) above may be terminated immediately and without notice as provided in Section 15 of these Terms of Use. All rights not expressly granted in these Terms of Use are reserved.

6. The Users hereby grant to Company an exclusive, non-revocable, worldwide, royalty free license to use, copy, sublicense through multiple tiers, publish, reproduce, prepare derivative works, distribute, and display any feedback or suggestions communicated to Company (“Suggestions”), or any derivative works thereof. Without limiting the foregoing, Company will be entitled to unrestricted use and other exploitation of Suggestions for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Suggestions.

1. Users may not circumvent any technological measures or features of the Services that are intended to or effectively control access to the Services, or any other protected content or information included on the Services.

2. The Services may contain robot exclusion headers. Users agree to not use any robot, spider, crawler, scraper or other automated means to access the Services for any purpose without the Company’s express prior written consent.

3. Users further agree to not (i) take any action that imposes or may impose, in the Company’s sole discretion, an unreasonable or disproportionately large load on the Service’s infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Service; or (iii) bypass any measures the Services may use to prevent or restrict access to the Services.

4. The Company reserves the right to refuse the use of or access to the Services for any User, upon notice to the User, as appropriate, for any reason in the Company’s discretion.

1. Users acknowledge and agree that the trademarks of the Company (the “Toutt Marks”) and any content accessible on or through the Websites and the Services, including design, text, editorial materials, informational text, photographs,illustrations, audio, video, artwork and other graphic materials (excluding User Content as defined below) (collectively, “Company IP”), are proprietary, original works of authorship of the Company, or licensors of the Company, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability . Users further acknowledge and agree that all right, title and interest in and to the Company IP are and shall remain with the Company or its licensors. Users agree not to contest or infringe these rights, directly or indirectly, at any time. Without the prior written consent of the Company, Users may not use or modify any Company IP.

2. Company acknowledges and agrees that information submitted by Users to Company as part of registration, and any data, photographs, text, graphics, video, and other material that is submitted or posted by User through the Services (“User Content”) remain Users’ intellectual property, and Company does not claim any ownership of the copyright or other proprietary rights in such information and User Content. Notwithstanding the foregoing, Users agree that Company may retain copies of all registration information and User Content and use such information and User Content as reasonably necessary for or incidental to its operation of the Services and as described in these Terms and the Company’s Privacy Policy, and grants to the Company a non-exclusive, revocable, worldwide, royalty free license to use, copy, publish, reproduce, prepare derivative works, distribute, and display the User Content, or any derivative works thereof, on the Services. Such license shall be deemed granted as of the moment of registration without the necessity of any further action on the part of either party. Users represent and warrant to the Company with respect to the User Content and the Suggestions that the content, and the license of rights in and to such content, do not infringe or violate any copyrights, trade secrets, or other intellectual or proprietary rights of any third- party, and that posting or otherwise using any content will not violate any applicable laws, rules, or regulations.

3. Users shall indemnify and hold harmless the Company, and its respective officers, directors, employees, shareholders, members, managers, and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney’s fees and costs, arising out of or connected with any claim that the User Content or any portion of the User Content infringes the rights of any third-party.

4. Users agree not to challenge the Company’s rights in and to the Website, the Services, the Company IP, or to take any action inconsistent with the provisions of this Section 5 of these Terms of Use.

1. User shall not use its account to breach the security or gain access to the account of any other User.

2. By using the Services, these Terms of Use will be valid, binding and enforceable with respect to Users in accordance with these terms.

3. The provisions of the Services provided under these Terms of Use and the fulfillment of Users’ obligations as contemplated under these Terms of Use are proper and lawful.

4. Users are not and shall not be under any restriction or prohibition related to the performance of its obligations under these Terms of Use.

5. Users are responsible for ensuring that all activities that occur in connection with its administration of the Services comply with these Terms of Use. Users acknowledge and agree that Company’s responsibilities do not extend to the internal management or administration of the Services and Company is merely a data- processor.

6. User is responsible for the payment of all fees and other terms and conditions as set forth in these Terms of Use.

7. Users shall provide Company with accurate, current and complete registration information.

8. User shall not use the Services, provide any personal information to the Company, or otherwise submit personal information through the Services (including, for example, a name, address, telephone number, or email address) if User is under the Minimum Age. The “Minimum Age” is (i) sixteen (16), or (ii) the minimum age to consent to the processing of User’s personal data as required by the laws of User’s jurisdiction. Additionally, User shall only use the Services if User can form a binding contract with the Company and is not legally prohibited from using the Services.

1. Any information provided by the Company to User relating to the Services, including any information used by User to access the Services (the “Confidential Login Information”) (collectively, “Confidential Information”), shall be maintained by User as confidential and available exclusively for User as provided in these Terms of Use. User shall not disclose any Confidential Information to anyone, except as ordered by a court of competent jurisdiction or as otherwise required by law. Notwithstanding the foregoing, User may disclose User Content originally submitted by User.

2. Except as ordered by a court of competent jurisdiction or as otherwise required by law, Company shall refrain from sharing Confidential Login Information and any other confidential User information.

1. THE LICENSE GRANTED TO USERS UNDER THESE TERMS OF USE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY NATURE.

2. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. Contents available under the “Business Entity Information & Checklist,” “Tax Payments,” “Business Fees,” “Government Form Submissions” and “Insurance” sections of the Website (collectively, “Informational Content”) are provided for informational purpose only and does not constitute or provide legal, financial, or tax advice or opinion. The Informational Content cannot replace or substitute for the service of trained professionals in any field, including but not limited to legal, financial, or tax matters. Company expressly disclaims all liability in respect to actions taken or not taken based on the Informational Content.

4. The Company makes no representation or warranties with respect to the reliability or performance of the Website or the Services, and will not be liable to anyone for losses, damages, liabilities, settlements, causes of actions, or other claims arising out of or due to the use of the Website or the Services. Users waive any such claims it may have against the Company for access to or the use of the Website or the Services.

1. THE COMPANY’S ENTIRE AND CUMULATIVE LIABILITIES TO USERS, OR ANY OTHER PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICES OR THE WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY USER DURING THE PRIOR TWELVE (12) MONTHS.

2. WITHOUT LIMITING AND NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE COMPANY BE LIABLE TO ANY USER FOR ANY LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, GENERAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF FORESEEABLE OR IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR EXPENSE.

3. WITHOUT LIMITING THE FOREGOING, USERS ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE SERVICES AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD-PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD-PARTIES CAN IMPAIR OR DISRUPT USERS’ OR OTHER THIRD-PARTIES’ CONNECTIONS TO THE INTERNET, OR PORTIONS OF THE INTERNET. ALTHOUGH THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, THE COMPANY CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, THE COMPANY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

1. The Company may at any time and without notice terminate User’s license upon the occurrence of any of the following events: (1) User requests to terminate account; (2) User breaches or defaults under any material term of condition of these Terms of Use; or (3) User fails to timely pay any required subscription fees.

2. Readers may terminate by selecting the option to unsubscribe in any email communication they receive or by providing the Company with written notice.

3. Subscribers may terminate their subscription by contacting customer support at support@toutt.io. Unless Subscriber terminates no less than one (1) week prior to the completion of the applicable subscription term, Subscriber’s subscription will be automatically renewed upon completion of the subscription term. The period of auto-renewal will be the same as the initial monthly or yearly subscription term unless otherwise disclosed to Subscriber at the time of purchase. For Subscribers of annual service plans, Company will send a notice of automatic renewal to the email address associated with the Subscriber’s account no less than thirty (30) days prior to the applicable renewal date.

4. Upon termination, unless otherwise agreed, all licenses granted to Users under these Terms of Use shall terminate (1) immediately for Viewers and Readers, and (2) at the end of the paid subscription period for Subscribers.

5. Upon termination, unless otherwise agreed, all Services provided to Subscribers under these Terms of Use shall terminate at the end of the paid subscription period. Subscribers who purchased an annual service plan will be issued a prorated refund for any unused months. Partial months will not be refunded. No refunds will be issued for termination of monthly service plans. It is Subscriber’s sole responsibility to export any User Content prior to such termination.

1. Subscribers with an annual service plan will be billed an annual subscription fee according to the rates published on the Website. Unless terminated earlier pursuant to Section 15, annual service plans will automatically renew on an annual basis.

2. Subscribers with a monthly service plan will be billed a monthly subscription fee according to the rates published on the Website. Unless terminated earlier pursuant to Section 15, monthly service plans will automatically renew on a monthly basis.

3. Company may change its subscription fees for current Subscribers by providing thirty (30) days’ notice prior to the applicable renewal date.

4. Subscribers will pay Company all applicable fees and taxes as they become due. Subscriber authorizes Company to charge the applicable fees, including fees for any automatically renewed subscriptions, to the payment card that Subscriber submits to Company, and consents to the disclosure of User’s payment information to third party payment processers.

5. Nonpayment of any fees or other sums due to Company related to Subscriber’s use of the Services will result in termination. Company may, at its discretion, also appoint an outside debt collection agency to collect amounts owed to Company. Subscriber agrees to reimburse Company for all costs that Company incurs in enforcing its collection of Subscriber’s unpaid amounts, including debt collection agency fees, reasonable attorneys’ and legal fees and court costs.

6. All overcharges or billing disputes must be reported within 30 days of the date that the dispute occurred. If Subscriber disputes a charge to his or her payment card issuer that, in the Company’s reasonable judgment, is a valid charge under the provision of this Agreement, Subscriber agrees to reimburse the Company for its reasonable costs incurred in connection with the investigation of the matter. Company will refund any such fees if the investigation finds that Subscriber’s action in disputing the charge to his or her card issuer was justified because the charge was not, in fact, a valid charge under the provisions of this Agreement.

7. Except as provided in Section 15, all fees and charges are nonrefundable.

1. Notices. All notices, demands, or consents required or permitted under these Terms of Use shall be in writing and shall be delivered via email, return receipt requested at the following addresses:

   • If to the Company:

     • info@toutt.io

     • With a copy to: ashley@siliconbeachlegal.com

   • If to User:

     • At User’s e-mail associated with their account.The foregoing addresses may be changed from time-to-time by updating these Terms of Use or updating the User’s email address for the User’s account, as applicable.

2. Governing Law; Submission to Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the state of California. Users acknowledge that by using the services provided under these Terms of Use, Users have transacted business in the state of California. By transacting business in the state of California, Users voluntarily submit and to, and waive any defense to the jurisdiction of courts located in San Diego County, state of California, as to all matters relating to or arising from these Terms of Use.

3. Costs of Litigation. If any action is brought by either party against the other party regarding the subject matter of these Terms of Use, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees, costs, and expenses of litigation.

4. Severability. Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of these Terms of Use.

5. No Waiver. The waiver by either party of, or the failure of either party to take action with respect to, any breach of any term, covenant or condition contained in these Terms of Use shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in these Terms of Use. The subsequent acceptance of any payment due under these Terms of Use by any party shall not be deemed to be a waiver of any preceding breach of the party making payment with respect to any term, covenant or condition contained in these Terms of Use.

6. Entire Agreement; Modifications Only in Writing. These Terms of Use (i) constitute the entire agreement between the Company and Users concerning the Services, content, and all other subject matter of these Terms of Use; and (ii) supersede any contemporaneous or prior proposal, representation, agreement, or understanding between the parties.

7. No Third-Party Beneficiaries. These Terms of Use are for the sole and exclusive benefit of the Company and Users and are not intended to benefit any third-party. No third-party may claim any right or benefit under or seek to enforce any of the terms and conditions of these Terms of Use.

8. Survival. The provisions of Sections 5 (Intellectual Property Ownership), 7 (Assignment), 10 (Representations, Warranties, and Covenants), 11 (Confidential Information), 12 (No Warranty; Disclaimer), 13 (Limitation of Liability), 15 (Termination), 16 (Indemnification), 17 (Proprietary and other Notices), and 18 (Fees and Payment) of these Terms of Use shall survive the termination of these Terms of Use.

9. Binding Contract. THIS IS A BINDING LEGAL CONTRACT. ALL USERS AGREE TO BE BOUND BY THESE TERMS OF USE, AND BE LIABLE TO THE COMPANY FOR ANY NONCOMPLIANCE WITH THESE TERMS OF USE. IF ANY USER DOES NOT AGREE TO THESE TERMS OF USE, USER SHOULD NOT USE THE SERVICES.