ACCEPTANCE OF TERMS OF USE

These Terms of Use (“Terms”), including the Binding Arbitration and Class Action Waiver section below govern your access to and use of our website(s), our proprietary technology and software platform (either web accessed or as a mobile application), and/or our related services, offered on a platform as a service (PaaS) basis (collectively, the “Platform”), including through our URL https://blue222.com/, made available by Blue222, Inc. or any of our affiliates (“Blue222” “we” “our” or “us”). Blue222 allows a Service Provider User (defined below) to offer such Service Provider User’s real estate inspection and related services (“Service”) to a Personal User or Administrative User (each defined below).

All references to "you" or "your," as applicable, mean the person who accesses or uses the Platform in any manner (i.e., a defined user below), and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein will refer to that entity, its directors, officers, employees, and agents. Please note that if you are acquiring access to our Platform through your company and your company is a Blue222 customer under a platform license agreement with us, the terms of such agreement shall control to the extent of any conflict with these Terms. If you are a Service Provider User (as defined below), by using the Platform, you signify your assent to these Terms. If you do not agree to all of these Terms, do not use the Platform.

We may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. Your continued use of the Platform will mean you accept these modified Terms, unless you have notified us of your discontinued use of the Platform within 30 days of the effective date of the modified Terms

Please note that access to and use of the Platform is intended only for individuals who are at least 18 years old and capable of forming legally binding contracts under applicable law. By accessing or using the Platform, including your election to create a user account, you represent and warrant that you meet these requirements. The Platform is proprietary to Blue222 and is protected by intellectual property laws and other laws. Your access to the Platform is licensed and not sold. Subject to your timely payment of all fees, if applicable, and compliance with these Terms, Blue222 agrees to provide you with a personal, non-transferable account that enables you to access and use the Platform. You acknowledge and agree that the Platform is provided by us and not any third party (e.g., a mobile app store like Apple or Google) and that we are solely liable and responsible for the Platform provided to you by us under these Terms.

ADDITIONAL TERMS AND POLICIES

Our obligations regarding your personal information are addressed in our Privacy Policy. Any additional technologies (text messaging, chat function, or any AI use) will be subject to our additional policies on those technologies as found on our website, each of which are expressly incorporated herein to the extent applicable to your use of the Platform.

The following definitions apply to these Terms:

• Administrative User is a user granted rights to our Platform through a platform license agreement with such user’s company as a customer of Blue222.

• Personal User is a user voluntarily accessing our Platform and subject to these Terms.

• Service Provider User is a user offering Services to an Administrative User or a Personal User which are monitored / managed through the Platform and granted rights to our Platform through the Participation Agreement and these Terms.

PLATFORM USE RIGHTS AND RESTRICTIONS

Rights. Blue222 hereby grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to use the Platform and the Content (defined below) only for your own purposes on any device (mobile or otherwise) that you own or control in accordance with these Terms. No licenses or rights are granted to you by implication or otherwise regarding any Blue222 intellectual property rights except as expressly set forth herein. “Intellectual property rights" means patents, copyrights, moral rights, trademarks, trade dress, and trade secrets, whether registered or not, in any jurisdiction (i.e., the United States, a foreign country, or international convention or treaty). NOTE: Any access by an iPhone or iPad touch are also subject to the Usage Rules set forth in the Apple App Store Terms of Service which you acknowledge that you have had an opportunity to review.

No Copies. You shall have no right to make or use copies of the Platform or any portion thereof. Your access to any Blue222 documentation is solely for your use with the Platform. Without the prior written permission of Blue222 (or its applicable supplier), you may not publish, copy, reproduce, distribute, transfer, upload, post, transmit, or otherwise use, in whole or in part, any Content contained on or provided through the Platform. Requests for Blue222's permission to publish, copy, reproduce, distribute, transfer, or otherwise use such Content may be sent to Blue222.

Restrictions. Except as otherwise permitted under these Terms, you shall not (and shall not assist any third party to): (i) use another user’s account; (ii) violate the license granted for the Platform; (iii) violate these Terms; (iv) use any automated system (such as robots, spiders, offline readers, or scrapers to access the Platform); (v) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from the Platform or from any other information by any means whatsoever; (vi) distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, disclose or allow use of any of the Platform or Content in any format through any timesharing device, service bureau, network or by any other means, to or by any third party; (vii) copy, adapt, modify or create a derivative work of the Platform or Content or any portion thereof; (viii) interfere with the operation of the Platform, including attempting to or acting to encumber the Platform, bypass system access restrictions, circumvent or disable security measures of the Platform, introduce any malicious code, virus or other harmful, or deleterious code, files, scripts, agents or programs; (ix) use the Platform in a way that violates a third-party’s intellectual property rights; or (x) use the Platform with an intent to violate applicable laws and regulations, including without limitation an intent harvest or sell any personal information, send unsolicited mail/calls/texts, or recruit/solicit or contact any user for your any purpose not intended by the Platform or permitted under these Terms, or submitting User Data that is libelous, tortuous, infringing, harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law.

No Spam. You agree that you will not upload or transmit any communications or content of any type through the Platform that infringe or violate any rights of any party. By submitting communications or content through the Platform or by email to us, you agree that such submission is non-confidential for all purposes. You may not use the Platform to send unsolicited commercial email to any person.

Ownership of Software and Customizations. The Platform and all derivatives shall be and remain the property of Blue222 or third parties which have granted Blue222 the right to license the Platform and you shall have no rights or interests therein except as set forth in these Terms. You acknowledge and agree that Blue222 (and not any third party such as a mobile app store provider) shall be solely responsible to investigate, defend, settle and discharge any third party claims that the Blue222 Platform infringes any United States patent right, copyright, trade secret or other intellectual property right of such third party. You agree to notify Blue222 immediately in writing of any such claim and to cooperate as necessary in the defense and settlement of such claim.
Ownership of Data.

• Blue222 acknowledges that you own all right, title and interest in all of your personal information uploaded or entered through the Platform by you ("User Data"). We may, in our sole discretion, allow you to post, upload, publish or submit User Data through the Platform. By providing us with your User Data, you grant us a worldwide, irrevocable (subject to rights under applicable data protection laws), perpetual, non-exclusive, transferable, royalty-free, sublicensable license to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, disclose or allow use of such User Data, to provide the Platform, to connect users (i.e., an Administrator User, Personal User or Service Provider User), market (subject to your rights to limit under applicable data protection laws), or respond to communications with you about the Platform or Content. Our use of your personal information portion of User Data is also subject to our Privacy Policy. You are solely responsible for all User Data that you provide to us through the Platform. You represent and warrant that: (i) you have all rights, title and interest necessary to provide the User Data (including the above license grant); (ii) if required, that you have acquired consent or provided consent for such license grant; (iii) neither the User Data nor your provision to us of the same for use under the above license will infringe, misappropriate, or violate any third-party’s intellectual property rights; and (iv) the User Data will comply with applicable law. If Blue222 determines that any User Data violates any of these representations and warranties, threatens or potentially harms another user, violates these Terms, or has the potential to harm Blue222’s intellectual property rights in the Platform, including without limitation its brand, then Blue222 reserves the right to remove such User Data and may limit, suspend, or cancel the related user account.

• You acknowledge that Blue222 and/or its suppliers own all right, title and interest in, and retain any copyright and other intellectual property rights in all content provided through the Platform and collected, developed or licensed by Blue222 and/or its suppliers for use in conjunction with the Platform (collectively "Blue222 Data" or “Content”). You agree not to change or delete any copyright or proprietary notice from Blue222 Data, content contained on or provided through the Platform or any site accessible through the Platform.

PLATFORM ACCESS AND SUPPORT

Platform Access. Subject to the Terms, Blue222 will use its commercially reasonable efforts to provide access to the Platform twenty-four (24) hours a day, seven (7) days a week throughout your subscription to the Platform. You agree that from time to time the Platform may be inaccessible or inoperable for various reasons, including: periodic maintenance procedures or upgrades ("Scheduled Downtime"); Platform malfunctions; and causes beyond the control of Blue222 or which are not reasonably foreseeable by Blue222, including the interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures (collectively "Non-Scheduled Downtime"). Blue222 shall use commercially reasonable efforts to: (i) provide at least twenty-four (24) hours notice by posting notice to the sign-in screen in the event of any Scheduled Downtime; and (ii) minimize any disruption, inaccessibility and/or inoperability of the Platform in connection with Non-Scheduled Downtime.

Support. In the event that Blue222 discovers or is notified by you of the existence of any Non-Scheduled Downtime, Blue222 will take all actions reasonably necessary to determine the source of the problem. If the source of the problem is outside of the control of Blue222, then Blue222 will use commercially reasonable efforts to notify the party(ies) responsible and cooperate with such party(ies) to resolve the problem as soon as possible. If the source of the problem is within the control of Blue222, then Blue222 will use best efforts to resolve the problem within four (4) hours of determining the source of the Non-Scheduled Downtime. Blue222 will provide support, by telephone or e-mail, to you during scheduled support time from 8:00 AM to 5:00 PM CT Monday through Friday, excluding holidays. You acknowledge and agree that no third party (e.g., a mobile app store provider) has any obligation whatsoever to furnish any maintenance and support services with respect to the Platform provided under these Terms.

PLATFORM LIMITATIONS

Access. You shall be solely responsible for providing, maintaining and ensuring compatibility with the Platform access requirements, all hardware, software, electrical or other physical requirements for your use of the Platform, including without limitation, mobile devices, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the internet or to use the Platform. You acknowledge and agree that from time to time the Platform may be inaccessible or inoperable for any reason, including without limitation: (i) equipment malfunctions, (ii) periodic maintenance procedures or repairs; or (iii) other causes beyond our control. Additionally, because the Platform is accessed via the internet or a mobile carrier, you may have connection issues due solely to your own internet or telecommunications service provider or other technological access requirements. Blue222 is not responsible for any third party access requirements (e.g. your internet service provider).

Supplier Limitation. You agree that the Platform is proprietary to Blue222, but access to the Platform may include hardware, software elements and other proprietary materials from Blue222 suppliers and agents that may be subject to license restrictions. Consequently, your access to the Platform may be subject to the license limitations of Blue222's suppliers and agents. You acknowledge and agree that no third party (e.g., a mobile app store provider) is a Blue222 supplier as used in these Terms and that such third parties have no liability or obligation with respect to the Platform provided under these Terms.

TERM/ TERMINATION

Term. Your Platform use rights will commence upon the earlier of: (i) your access of our website or any component of our Platform; (ii) your registration for a user account; or (iii) your company’s grant of your access to the Platform for any Administrative User. Depending on the type of user, you may be required to subscribe to a Blue222 account and your rights for such account will continue to be available as long as fees, if applicable, have been paid in accordance with the account terms for the current subscription period.

Termination. Your Platform account may be terminated in the following ways: (i) you may terminate your Platform account at any time by providing notice to Blue222 at least five (5) days prior to the end of the current Services Term. You acknowledge that any fees paid for a current subscription period shall not be refunded.

Blue222 may terminate your Platform account at any time upon notice: (i) for failure to pay the subscription fees, if applicable, for the current subscription period; or (ii) your material breach of these Terms.

WARRANTY; DISCLAIMER; LIMITATIONS ON LIABILITY

As noted above, the use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you meet these requirements.

Each Service Provider User represents and warrants that on behalf of itself and their employees, agents, suppliers, contractors and subcontractors who may assist them to provide the Services, that it and they: (i) are qualified to provide Services; (ii) have the experience necessary to perform the Services; (iii) to the extent required, are licensed, certified, bonded, and/or insured, as required by applicable laws and regulations to which such Service Provider User is subject in the jurisdiction in which they provide the Services; (iv) has insurance coverage for commercial general liability where required by applicable laws and regulations; (v) are solely liable for their own employment related taxes and benefits and that neither Blue222, any Administrative User nor any Personal User is an employer; (vi) all Services will comply with applicable laws; and (vii) any personal information collected by it will be protected and secured as required under applicable data protection laws. Service Provider User further agrees to comply with applicable laws and regulations in the performance of the Services, including with regards to any personal information subject to any data privacy regulation. Service Provider User acknowledges and agrees that any Administrative User or Personal User has the right to control its own election to acquire Services from a Service Provider User and that any terms of such Services are as specified between a Service Provider User and an Administrative User or Personal User. Service Provider User controls the methods and means of providing the Services, using Service Provider User’s own equipment, expertise, schedule and obligations Service Provider User assumes in providing Services to the Administrative User or Personal User. In the event that Blue222 requires registered Service Provider Users to either provide verification of a background check or conducts its own background check with such user’s consent, that Blue222 has the right to limit, suspend, deactivate, block or cancel a Service Provider User’s account based on any findings of felony convictions related to fraud. As a Service Provider User, you agree and authorize us to use your business information (or personal information) as provided to include Service Provider User in a list of providers of Services through the Platform.

Blue222 does not sell or otherwise provide the Services; any scheduling, monitoring, or other information about the Services provided through the Platform and Blue222’s provision of the Platform is the sole liability Blue222 has for any Services which is further subject to the following disclaimer. Each of Administrative User, Personal User and Service Provider User acknowledge and agree that Blue222 is not liable for the provision of Services or any warranty or claim related to the Services. Blue222 does not endorse, warrant or may any representation concerning any user, any third party link or information provided through the Platform, or the Services provided by a Service Provider User. By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third-parties will be limited to a claim against those particular users or other third-parties. You agree not to attempt to impose liability on or seek any legal remedy from Blue222 with respect to such actions or omissions.

DISCLAIMER. As noted in these Terms, the Platform and any Content, including Blue222 Data, contained on or provided through the Platform are provided on an "AS IS" basis. Any access to the Platform is voluntary. If you download or print any Content for personal use, you must retain all copyright and other proprietary notices contained thereon. BLUE222 WILL REGARD ALL ACCESS AS VOLUNTARY AND AT YOUR SOLE RISK. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT NEITHER BLUE222 (INCLUDING ITS SUPPLIERS AND AGENTS) NOR ANY COMPANY UNDER A PLATFORM LICENSE AGREEMENT WITH BLUE222 SHALL BE LIABLE IN ANY WAY FOR ANY DATA PROVIDED THROUGH THE PLATFORM FROM A THIRD PARTY DATA PROVIDER AND THAT ALL SUCH DATA IS PROVIDED ON AN "AS IS" BASIS AND YOUR USE OF SUCH DATA IS AT YOUR SOLE RISK.

LIMITATIONS ON LIABILITY. BLUE222 DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE) WITH REGARD TO THE PLATFORM OR THE BLUE222 DATA PROVIDED THROUGH THE PLATFORM. BLUE222 DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, AND SECURE OR ERROR FREE. NEITHER BLUE222 NOR ANY COMPANY UNDER A PLATFORM LICENSE AGREEMENT WITH BLUE222 NOR ANY THIRD PARTY DATA PROVIDER MAKES ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE DATA PROVIDED THROUGH THE PLATFORM ITSELF. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you.

IF APPLICABLE, LIMITATIONS ON LIABILITY FOR THIRD PARTY MOBILE PLATFORM STORE PROVIDERS. YOU ACKNOWLEDGE AND AGREE THAT THIRD PARTY MOBILE PLATFORM STORE PROVIDERS HAVE NO OBLIGATION FOR ANY WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE PLATFORM PROVIDED UNDER THESE TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WHILE SUCH THIRD PARTY MOBILE PLATFORM STORE PROVIDERS MAY AGREE TO REFUND THE PURCHASE PRICE FOR THE PLATFORM PROVIDED UNDER THESE TERMS, SUCH PROVIDERS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE PLATFORM, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY UNDER THESE TERMS WILL BE SOLELY AS PERMITTED UNDER THESE TERMS.

DAMAGE LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLUE222 (INCLUDING ITS SUPPLIERS AND AGENTS) OR ANY COMPANY UNDER A PLATFORM LICENSE AGREEMENT WITH BLUE222 BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE DATA PROVIDED BY A THIRD PARTY PROVIDER, THE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE PLATFORM, OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY CONTENT CONTAINED ON OR PROVIDED THROUGH THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge and agree that neither Blue222 nor its suppliers or agents are liable for any personal injury, including death, caused by your use or misuse of the Platform or Content provided through the Platform. If the foregoing limitations as to direct damages are not permitted in the relevant jurisdiction, Blue222, its suppliers and agents shall be liable only to the extent of verifiable, actual damages incurred by you directly related to the subscribed for and paid subscription to the Platform, not to exceed the fees you actually paid for the Platform in the two (2) months prior to the date of the event giving rise to such damages. Any claims arising in connection with your use of the Platform or Content must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under this Agreement are exclusive and limited to those expressly provided for in this Agreement. If you are dissatisfied with the Platform, your sole and exclusive remedy shall be for you to discontinue use of the Platform and terminate your user account.

FUNDAMENTAL AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE PLATFORM WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS OF LIABILITY.

YOUR OBLIGATIONS

Charges and Fees. You are responsible for paying the fees, if applicable, associated with the Platform account as noted in the account set up terms or in accordance with your usage of the Platform – inclusive of Transaction Fees. All fees are exclusive of sales and other taxes and you are responsible for payment of any applicable federal, state, local and city taxes. You shall not be liable for any taxes based on Blue222's net income. You further acknowledge that Blue222 may charge a subscription fee or other fee related to your access to the Platform as specified when you set up your user account. If you owe Blue222 fees for your access to the Platform, Blue222 reserves the right to assess late payment interest of the lessor 1.5% per month or the maximum amount permitted by law. If payment method is declined, or you fail to timely pay fees due, you agree to indemnify and hold Blue222 harmless from any costs and expenses incurred, including reasonable attorneys’ fees, in collection efforts. We also reserve the right to suspend or cancel your user account if a fee is not paid timely or cured.

Credit Card Payments. If you elect to pay fees, if applicable, by credit card, you are responsible for providing a valid credit card number at the time you register to pay. You represent and warrant that you are an authorized user of the credit card number provided, and you agree to pay all charges resulting from your account for the Platform at the fees then in effect, including any unauthorized charges incurred prior to your notice to Blue222 of such charges. You agree that Blue222 may pass your credit card information and personal information to Blue222's designated payment processors for their use in processing the credit card payment for the Platform.

Passwords/Security. You shall be solely responsible for the security and integrity of all messages and the content that you receive, transmit or store via the Platform. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your user account or password. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the Platform with your account credentials.

Confidentiality. You shall hold all nonpublic technical or business information regarding Blue222's Platform, as well as your user account access information provided to you by a company under a platform license agreement with Blue222 (collectively "Confidential Information") in trust and confidence and you agree that it shall be used solely for your internal use of the Platform, and it shall not be disclosed to any third party under any circumstances whatsoever. You shall use a reasonable standard of care to prevent unauthorized disclosure, use or publication of such Confidential Information.

ARBITRATION AND CLASS ACTION WAIVER

IMPORTANT NOTICE: THIS PROVISION CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS; PLEASE READ CAREFULLY.

You and we agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between you and us, including but not limited to claims arising out of or relating to any aspect of the relationship between you and Blue222 or your use of the Platform or any Content, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of intellectual property right infringement claims and other injunctive relief claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all such disputes with Blue222 as follows:

• Binding Arbitration: You and we agree to discuss in good faith any concern you may have arising out of or in connection with these Terms, including any question regarding its validity or breach hereof (a “Dispute”). If you and we cannot resolve a Dispute through good faith discussions within sixty (60) days, then, upon the written request of either you or us, such Dispute will be referred to and finally resolved by final, binding and confidential arbitration under Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. (JAMS) then in effect (“Rules”) which Rules are deemed to be incorporated by reference into this clause.

o The number of arbitrators shall be one, appointed in accordance with the Rules. All arbitration proceedings shall take place in a mutually agreed upon location, including without limitation an electronic meeting option. The language of the proceedings shall be English. You and we undertake as a general principle to keep confidential all awards in the arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by either you or us in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of you or us by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. The deliberation of the arbitrator is likewise confidential to its members, save and to the extent that disclosure of an arbitrator's refusal to participate in the arbitration is required by the Rules. We will cover the first $250 of the arbitration costs for you. The prevailing party shall be awarded reasonable attorneys’ fees, together with any costs and expenses, to resolve the Dispute and to enforce final judgment (subject only to our coverage of the first $250 of your costs). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

o The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

• Exception: Notwithstanding the foregoing, Blue222 shall have the right at any time, in addition to any other remedies available to it, to seek injunctive or other equitable relief for your violation of any confidentiality obligation or infringement of our intellectual property rights, as such violation may cause immediate and irreparable harm to us for which money damages may not constitute an adequate remedy at law. Therefore, the parties agree that, in the event you breach or threaten to breach your obligations of confidentiality or our intellectual property rights, Blue222 shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security.

• Class Action Waiver: The parties further agree that the arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND BLUE222 AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.

• 30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on your user account) written notice of your decision to opt out to Blue222 at the email address noted below with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the later of the Effective Date of these Terms or your first use of the Platform; otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Blue222 also will not be bound by them.

• Changes to This Section: Company will provide thirty (30) days' notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the Company Terms of Use website, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Company Terms of Use website or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.

• Survival: This Arbitration and Class Action Waiver section will survive any termination of your user account or the Platform.

MISCELLANEOUS PROVISIONS

Compliance with Applicable Laws. You agree that you will not use the Platform for activities prohibited by state or federal law or other applicable rules or regulations. You represent and warrant that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Notices. Notices under these Terms shall be in writing and shall be deemed given when: (i) delivered personally; (ii) on the date sent by facsimile or e-mail to the number or e-mail address provided through your account; or (iii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested. Notices to Blue222 shall be made to: Blue222, Inc., 4949 Brownsboro Rd., #269, Louisville, Kentucky 40222. You may also contact Blue222 by email at support@blue222.com with any Platform questions or comments.

Third Party Beneficiary. You acknowledge and agree that, to the extent applicable, third party app store providers (i.e., Apple or Google), and their subsidiaries, are third party beneficiaries of these Terms, and that upon your acceptance of the terms and conditions in these Terms, such third party app store providers will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof.

Indemnification. You agree to indemnify, defend, and hold harmless Blue222 and its officers, directors, employees, agents, licensors, third party content providers, and suppliers from any liability, loss, claim, action, demand, and expense (including reasonable attorneys' fees) resulting from, or alleged to result from, your violation of these Terms.

Agreement. Unless you are an employee, agent or authorized user (i.e., Administrator User) of a company under a platform license agreement with Blue222, or a Service Provider User also subject to a Participation Agreement, these Terms constitute the entire agreement and understanding among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. These Terms shall be binding upon and inure to the benefit of the parties, their successors, and assigns.

Governing Law/Jurisdiction. Blue222 is a Delaware corporation. Blue222 makes no claims that Blue222's Platform or Content provided through the Platform are appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so at your own risk and are responsible for compliance with laws of your jurisdiction. These Terms and the resolution of any dispute related to the terms of these Terms, the Platform shall be governed by and construed in accordance with the laws of Delaware, without giving effect to any principles of conflicts of law. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding between Blue222 or its suppliers and you related to these Terms or the Platform shall be brought exclusively in a state or federal court of competent jurisdiction sitting in Delaware.

Changes to the Platform. Content contained on or technology / functionality provided through the Platform may be changed or updated without notice. Blue222 and its suppliers have no obligation to update information presented on the Platform, so information contained herein may be out of date at any given time. Blue222 and its suppliers may discontinue the Platform altogether, at any time with reasonable, prior notice provided directly or through the Platform.

Waiver. Blue222's failure to insist upon strict enforcement of any provision(s) of these Terms shall not be construed as a waiver of any provision or right.

Assignment. You are not permitted to assign these Terms or your user account or any of your rights and obligations to these Terms, in whole or in part, without the prior written consent of Blue222.

Severability. Should any provision of these Terms be held invalid or unenforceable, such invalidity will not invalidate the whole of these Terms, but rather that invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms will remain in full force and effect.

Survival. The provisions, which by their terms logically extend beyond termination, shall survive.