TERMS OF SERVICE

6. Prohibited Conduct

You will not use our Services other than for their intended purpose. Further, you will not use the Services to:

(a) infringe on, violate, dilute, or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy of any person;

(b) store, send, or post defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content or data;

(c) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or any other customer’s use and enjoyment of the Services;

(d) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information utilized in connection with the Services; or

(e) upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation.

Enforcement of Sections 5 and 6 is solely at Verbalista’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

7. Fees and Payment Terms

(a) Customer will pay Verbalista the fees for the purchase of a subscription to the Services (“Transaction”). Prices shown on the Sites exclude all taxes and may reflect discounts or promotions that are unique to you based on certain codes. All prices on the Sites are subject to change at any time without notice. Customer is responsible for paying any taxes (including sales, and use taxes), charges, tariffs, and duties arising under these Terms for Customer’s use of the Service, excluding taxes based on Verbalista’s income.

(b) We may offer various trial offers, and if your Transaction is part of a trial offer, we will (i) collect your payment card information upfront and (ii) charge your payment card as described in Section 7(c) below at the end of the trial period. You may cancel at any time before the end of the trial period, and you will not be charged for the Services. If you do not cancel before the end of the trial period, we will automatically charge you upfront for your ongoing use of the Services based on your chosen subscription plan.

(c) In accepting a trial offer or otherwise making a purchase, you will be asked to supply certain relevant information, such as your payment card number and its expiration date and your billing address, to our third-party payment processor. By purchasing with your payment card, you (i) agree to be bound by the separate terms and conditions applicable to the third-party payment processing services and (ii) represent and warrant that you have the right to use any payment card that you submit in connection with a Transaction. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required before the acknowledgment or completion of any Transaction. You acknowledge and agree that all information submitted in connection with your payment card is separately collected, processed, and stored by the payment processor and is subject to the payment processor’s posted privacy policy. Verbalista will not be responsible for and will have no liability in respect of any services provided by the payment processor. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes charges applicable to your Transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

(d) Your transaction may require enrollment in a payment plan involving automatic renewal (a “Recurring Subscription”). If you make such a Transaction, you authorize Verbalista to maintain your account information and charge that account automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew unless you cancel it. If Verbalista is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, Verbalista may in its sole discretion (i) bill you for the Services and suspend your access to the Services until payment is received or (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. You may cancel your subscription through your account. You may cancel a Recurring Subscription at any time, but for a monthly subscription, you need to provide us with at least seven days’ notice before the end of the month, and for an annual subscription, you need to provide us with at least 30 days’ notice before the end of the annual term, for the cancellation to take effect, otherwise your subscription will automatically renew for one more renewal period, at the end of which your subscription will terminate. If you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the Services through the end of your current subscription period. Verbalista may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least seven days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and Verbalista will charge your on-file payment card or method on the first day of the renewal of the subscription term.

(e) We reserve the right to delay, refuse, or cancel any order before provision of Services. For example, if there are errors on the Sites or made in connection with your order or inaccuracies in Services or pricing information, we reserve the right to correct the error and charge you the correct price or cancel your order. We will contact you if any portion of your order is canceled or if additional information is required to accept your order.

(f) Verbalista reserves the right, including without prior notice, to limit the available quantity; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any Transaction; to alter the payment option for Services; and to refuse to provide any user with any Services.

8. Term, Termination, and Suspension

(a) These Terms will continue and apply so long as you use the Services, unless earlier terminated as permitted under these Terms.

(b) Either party may terminate Terms upon written notice to the other party if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received noticed of the breach. Verbalista may terminate these Terms with immediate effect if required to do so by applicable law or for any breach of Section 5(e) or Section 6.

(c) Verbalista may suspend or limit access to the Services at any time: (i) if Verbalista determines that Customer is using the Services in violation of applicable law, Section 5(e), or Section 6, or in connection with any fraudulent activity; (ii) if Verbalista reasonably determines that Customer’s use of the Services adversely affects or interferes with the normal operation of the Services, or any service to others in a material manner; (iii) if Verbalista is prohibited by an order of a court or other governmental agency from providing the Services; (iv) for Customer’s non-payment of any fees due and payable within 10 days of demand by Verbalista; or (v) if Verbalista reasonably believes there exists any malicious code or a security incident that threatens the security of the Services or Customer Input. Verbalista will use commercially reasonable efforts to notify Customer before such suspension, but Verbalista reserves the right to exercise its suspension rights without prior notice if it reasonably determines it is required to protect its interests in, or the integrity or security of, the Services. Verbalista will have no liability for any damages, liabilities, or losses as a result of any suspension or limitation of Customer’s use of the Services in accordance with this paragraph.

9. Ownership

Subject to the use rights granted under this Agreement, as between the parties, Verbalista exclusively owns and retains all right, title, and interest in and to the Services, including all underlying software, applications, algorithms, models, processes, systems, text, graphics, images, photographs, videos, illustrations, and other content contained therein, and any improvements, modifications, enhancements, or derivatives of the foregoing, and all intellectual property rights relating to any of the foregoing. Except for the rights expressly granted in these Terms, no other rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise.

10. Trademarks

Verbalista and our logos, product, or service names, slogans, and the look and feel of the Services are trademarks of Verbalista, and you will not copy, imitate, or use any of them, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

11. Feedback

You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Verbalista or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Services, or to improve or develop new products, services, or the Services in Verbalista’s sole discretion. Verbalista will exclusively own all improvements to, or new, Verbalista products, services, or Services based on any Feedback. You understand that Verbalista may treat Feedback as non-confidential.

12. Third-Party Content

(a) Our Services may rely on or interoperate with third-party products and services, including data storage services, communications technologies, third-party apps, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of the Services may be dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate. Verbalista is not responsible for, and will have no liability, with respect to your use or inability to use any Third-Party Materials.

(b) We have no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through our Services at any time. Your access to and use of such Third-Party Materials may be subject to additional terms, conditions, and policies (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, software applications, and other products and services necessary to access and use the Services.

13. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Verbalista and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Verbalista Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to (a) any claims that Customer Input infringes or violates any third-party right, including intellectual property rights, right to privacy or publicity rights, or data privacy rights or laws; (b) your breach of any of these Terms; or (c) your misconduct in connection with the Services. You will promptly notify Verbalista Parties of any third-party Claims, cooperate with Verbalista Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The Verbalista Parties will have control of the defense or settlement, at Verbalista’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Verbalista or the other Verbalista Parties.

14. Disclaimers

YOUR USE OF OUR SERVICES, INCLUDING ANY ASSOCIATED CONTENT OR MATERIALS WE PROVIDE, IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VERBALISTA HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT THERETO, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VERBALISTA DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, MEET CUSTOMER’S REQUIREMENTS, OR THAT ALL DEFECTS WILL BE CORRECTED. VERBALISTA MAKES NO WARRANTY OR COVENANT CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES, INCLUDING ANY LANGUAGE TRANSLATIONS, AND VERBALISTA WILL HAVE NO LIABILITY TO CUSTOMER OR ANY OTHER PARTY IN RESPECT OF ANY OF THE FOREGOING.

15. Limitation of Liability

(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VERBALISTA AND THE OTHER VERBALISTA PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF VERBALISTA OR THE OTHER VERBALISTA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) THE TOTAL LIABILITY OF VERBALISTA AND THE OTHER VERBALISTA PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES IN THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE CLAIM.

(C) THE LIMITATIONS SET FORTH IN THIS SECTION 15 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF VERBALISTA OR THE OTHER VERBALISTA PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

16. Release

To the fullest extent permitted by applicable law, you release Verbalista and the other Verbalista Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

17. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND VERBALISTA TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND VERBALISTA CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND VERBALISTA FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND VERBALISTA AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. VERBALISTA AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES TO THESE TERMS ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW IN SECTION 17(k), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Claims To Which This Section Applies. The dispute resolution and binding arbitration terms in this Section 17 apply to all Claims between you and Verbalista. For purposes of this Section 17 only, a “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Verbalista, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these Terms or the Services, including any privacy or data-security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.

(b) Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Verbalista or if Verbalista has a Claim against you, you and Verbalista will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Verbalista will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

You will send any Claimant Notice to Verbalista by certified mail addressed to Verba Tech Inc., PO Box 15703, San Francisco, CA 94115 or by email to support@verbalista.com. Verbalista will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Verbalista. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so.

You or Verbalista can file a Claim in arbitration only after the end of the Informal Resolution Period. You or Verbalista cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Verbalista file a Claim in court or proceed to arbitration without complying with the requirements in Section 17, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of you or Verbalista, including any disputes in which you or Verbalista seek injunctive or other equitable relief for the alleged unlawful use of your or Verbalista’s intellectual property or other infringement of your or Verbalista’s intellectual property rights(“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual-property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 17(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

(d) Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by the AAA, if you are a “Consumer,” meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the rules applicable to Claims between you and Verbalista as modified by these Terms (the “Rules”). For Claims arbitrated by the AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Verbalista as modified by these Terms.

These Terms affect interstate commerce, and the enforceability of this Section 17 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Verbalista to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence). To the extent that you prevail on a Claim and seek public injunctive relief (that is, injunctive relief whose primary purpose and effect is to prohibit and enjoin conduct harmful to the general public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration.

(e) Arbitration Procedure and Location. You or Verbalista may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules.

Instructions for filing a demand for with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Verbalista by certified mail addressed to Verba Tech Inc., PO Box 15703, San Francisco, CA 94115 or by email to support@verbalista.com. Verbalista will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Verbalista.

The arbitration will be conducted by a single arbitrator in the English language. You and Verbalista both agree that the arbitrator will be bound by these Terms.

For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in San Francisco, California, unless you are a Consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Verbalista agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) (f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the responding party, including any attorney fees, related to a Claim if an arbitrator determines that (i) the Claim was frivolous or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) One Year to Assert Claims. To the extent permitted by law, any Claim by you or Verbalista against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Verbalista will no longer have the right to assert that Claim.

(i) Confidentiality. If you or Verbalista submits a Claim to arbitration, you and Verbalista agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Verbalista agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(j) Mass Arbitrations. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Mass Arbitrations” and will be treated as mass arbitrations according to the AAA’s Mass Arbitration Supplementary Rules, if and to the extent Mass Arbitrations are filed in arbitration as set forth in these Terms. You or Verbalista may advise the other of your or Verbalista’s belief that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Mass Arbitrations from the time a compliant Claimant Notice has been received by a party until these Terms permits such Mass Arbitration to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted.

After that point, counsel for the parties will select 30 Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 15 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 17(j).

A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid for by Verbalista. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation process concludes with 100 or more unresolved Mass Arbitrations remaining, any party to a remaining Mass Arbitration may elect to no longer have the arbitration requirement in this Section 17 apply to all remaining Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party (or to the opposing party if they do not have counsel) within 30 days of mediation concluding. Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 18.

If the mediation process concludes with fewer than 100 Mass Arbitrations remaining or if no party makes a timely election as provided for in the previous paragraph, the AAA will randomly select 50 Mass Arbitrations (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The AAA will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. A single arbitrator will preside over each Mass Arbitration chosen for this second batch, and only one Mass Arbitration may be assigned to each arbitrator as part of this second batch unless the parties agree otherwise. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Mass Arbitrations have been arbitrated.

If Mass Arbitrations released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

(k) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing support@verbalista.com. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 18.

(l) Rejection of Future Arbitration Changes. You may reject any change we make to Section 17 (except address changes) by sending us notice of your rejection within 30 days of the change via email at support@verbalista.com. To be effective, the rejection of change notice must include your full name, mailing address, and email address. Changes to Section 17 may only be rejected as a whole, and you may not reject only certain changes to Section 17. If you reject changes made to Section 17, the most recent version of Section 17 that you have not rejected will continue to apply.

(m) Severability. If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, including because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (iii) to the extent that any claims must proceed on a class, collective, consolidated, or representative basis as a result, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.

18. Governing Law and Venue

Any dispute, claim, or controversy arising from or relating to these Terms or the Service will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising from or relating to these Terms or the Service that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco, California. You and Verbalista waive any objection to venue in any such courts.

19. Severability

If any portion of these Terms other than Section 17 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

20. Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

21. General Terms

(a) Verbalista’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

(b) If you have a question or complaint regarding the Services, please send an email to support@verbalista.com. You may also contact us by writing to Verba Tech Inc., PO Box 15703, San Francisco, CA 94115. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us.