The Service

The Service allows you to setup an email auto forwarding or add the Company’s tracking email to an airline’s records, and then artificial intelligence is used to determine the exact flight and relevant customer information for that flight to be tracked. If the price of your booked flight drops below the price you are currently booked at, Company will step-in on your behalf, through artificial intelligence or human customer service, to change your booking to the new lower price. The savings will then be credited to your airline account for future travel. Accordingly, by using the Service you authorize Company to manage/modify airline reservations on your behalf, including contacting the applicable airline to change your existing booking to a lower price.

Company provides the Service and the information, materials, and/or data (collectively, “Information”) contained therein for informational purposes only. We do not warrant or represent the accuracy, availability, reliability, timeliness, completeness, currency, or suitability of any Information available made through the Service. Company is not and shall in no event be responsible for, or in any way control, the actual amounts charged by airlines. Airlines may charge you fees for cancelling (in full or in part) or changing a booking; you agree to pay any such charges that you incur in connection with the Service. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY DIFFERENCE BETWEEN COMPANY’S ESTIMATES PROVIDED VIA THE SERVICE AND THE AMOUNT OF SAVINGS YOU RECEIVE FROM ANY AIRLINE. YOU ACKNOWLEDGE AND AGREE THAT YOUR CONTRACT FOR YOUR FLIGHT IS BETWEEN YOU AND THE RELEVANT AIRLINE. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY AIRLINE’S BREACH OF WARRANTY, NOR FOR ANY OTHER WRONGDOING OF AN AIRLINE (INCLUDING ANY LIABILITY IN TORT).

TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES,

AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

YOU EXPRESSLY AGREE THAT THE USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU AGREE THAT YOU WILL NOT PROIVDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION), THROUGH THE SERVICE (INCLUDING VIA ANY THIRD PARTY FEATURES OR FUNCTIONALITY USED IN CONNECTION WITH THE SERVICE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICE, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICE LINKED TO OR INTEGRATED WITH OUR SERVICE. WE DO NOT REPRESENT OR WARRANT THAT (1) YOUR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (2) ANY ERRORS IN THE SERVICE WILL BE CORRECTED, (3) THE QUALITY OF THE SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, (4) THE SERVICE WILL BE FREE OF ANY WORMS OR VIRUSES OR ANY CODE OF A MALICIOUS AND/ OR DESTRUCTIVE NATURE, (5) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (6) YOUR USE OF THE SERVICE WILL RESULT IN ANY SPECIFIC OUTCOMES.

COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE OR CONSUMPTION OF ANY CONTENT; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (4) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (5) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICE; (6) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICE; OR (7) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THIS AGREEMENT.

Account Registration

You are required to create an account in order to use the Service (“Account”), which can be done by completing the registration process in the Service. You agree that all information provided by you is accurate, full, complete, and up to date at all times. Any registration is solely for you and you may only use one single Account. You may not use the Accounts of others, or allow others to use your Account, and you are solely responsible for preventing such unauthorized use of your Account. You acknowledge and agree in connection with the Account registration process that you may be asked to setup automatic email forwarding and/or the Company’s tracking email to an

airline’s records, and without performing such actions we may not be able to provide you the Service.

Consent to Receive Electronic Communications

By creating an Account, you consent to receive electronic communications from Company (e.g., via email). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

Account Security

You acknowledge that you shall be held solely responsible and solely liable for anything that occurs in your Account and any activity resulting from your Account. You agree that we rely on the user ID and password protection format, and cookie-based authentication to confirm whether users accessing and using our Service are authorized to do so. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Account. It is your sole responsibility to (i) control the dissemination and use of user ID and password, and (ii) authorize, monitor, and control access to and use of your Account and password. You shall notify us immediately if you suspect or become aware that your Account is being used without authorization or of any other breach of security. We strongly recommend having a complex password, which should be kept secure at all times. You are also encouraged to change your password regularly and utilize multifactor authentication.

If you wish to either change your user ID or password to log-in to your Account, or cancel and remove your Account, please utilize the relevant functionality located on the Site and/or App (as applicable). Thereafter your Account will terminate, and from that date of termination you will no longer be able to access your Account.

Company May Suspend Accounts

Company reserves the right to terminate, suspend, or restrict your access to any Account(s) if (i) we discover you have created multiple Accounts for the same user, or (ii) we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or otherwise unauthorized purposes. Under no circumstances shall Company or other persons be responsible or liable for any direct, indirect, consequential, or other losses (including lost revenue, lost profits, lost business opportunities, loss of good will, or reputational harm), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s).

Your Data

You acknowledge that Company may use any and all data or information submitted or uploaded to Company by you or on behalf of you, or otherwise collected or made accessible to Company in performance of its Service for you (collectively, “Your Data”) to provide the Service. You hereby grant to Company and its subcontractors and service providers, a perpetual, irrevocable, paid-up, royalty-free, worldwide, non-

exclusive right and license to access, copy, use, display, modify, reproduce and make derivative works of Your Data during the term of this Agreement and following the termination or expiration of this Agreement. You are solely responsible for the nature, content, integrity and security (including backup and recoverability) of all of Your Data. You represent, warrant and covenant to have been effectively granted all necessary rights (subject to applicable federal and state privacy laws and regulations) by its customers, users and all affected third parties which are necessary for the foregoing license grant.

Statistical Information

We may derive and compile, either manually or automatically, anonymized and aggregated data related to the performance, operation, and use of the Service (“Statistical Information”) including by you, and use such Statistical Information for our business purposes, including for operations management, for research and development, and for sharing with relevant parties. We own the rights in and to such Statistical Information.

App License Grant

Subject to your compliance with this Agreement, during the term of this Agreement Company grants you a limited worldwide, revokable, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. Company reserves all rights in and to the App not expressly granted to you under this Agreement.

Use Restrictions

You agree to use the Service only for purposes that are legal, proper, and in accordance with this Agreement and any applicable laws or regulations. Without limitation, you may not, and may not allow any third-party to: (i) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country; (ii) impersonate another person (via the use of an email address or otherwise); (iii) upload, post, transmit, or otherwise make available through the Service any content that infringes the intellectual or proprietary rights of any party; (iv) operate to defraud Company, other users, or any other person; (v) provide false, inaccurate, or misleading information; (vi) use the Service to violate the legal rights (such as rights of privacy and publicity) of others; (vii) engage in, promote, or encourage illegal activity (including, without limitation, tax evasion or money laundering); (viii) harvest or otherwise collect information from the Service about others, including without limitation email addresses, without proper consent; (ix) exploit the Service for any unauthorized commercial purpose; (x) modify, adapt, translate, or reverse engineer any portion of the Service; (xi) remove any copyright, trademark, or other proprietary rights notices contained in or on the Service or any part of it; (xii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or the content posted on the Service, or to collect information about its users for any unauthorized purpose; (xii) create user accounts by automated means, or under false or fraudulent pretenses; or (xiv) access or use the Service for the purpose of creating a product or service that is competitive with any of our products or Service.

Intellectual Property Ownership
1. All elements of the Service (including, for example, text, designs, graphics, logos, icons, images, audio clips, downloads, interfaces, Information, code and software, and the selection and manner of compilation and presentation) (collectively, the “Content”), is owned by Company, our content providers, or our licensors (as applicable), and may be protected by copyright, trademark, and other applicable laws. Company, our content providers, or our licensors (as applicable) retain full and complete title to and reserve all rights in the Content on the Service, including all associated intellectual property rights. Company neither warrants nor represents that your use of Content on the Service will not infringe rights of third parties.
2. You may access the Service only for your permitted use under this Agreement, and you may not modify or delete any copyright, trademark, or other proprietary notice relating to any Content you access. Your access to and use of the Service does not grant you any license or right to use any trademark, logo, or service mark displayed on the Service. You agree not to display or use in any manner the Company marks without Company's advance written permission.
3. All software used in connection with the Service is the property of Company or our licensors and protected by United States and international copyright laws, and subject to separate license terms, in which case those license terms will govern such software. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service or access to the Service, or any contact on the Service through which the Service is provided, without express written permission by us.
4. All rights not expressly granted herein are reserved by Company, our affiliates, and licensors. You agree to abide by all additional restrictions displayed on the Service, and as they may be updated from time to time.
Feedback

By sending us any feedback, comments, questions, ideas, proposals, or suggestions concerning Company or the Service whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you represent and warrant (i) that you have the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity, including, but not limited to, intellectual property rights, such as infringing a copyright, trademark, or patent; violating a right of privacy, attribution or withdrawal; or otherwise misappropriating a trade secret, and (iii) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (a) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (b) acknowledge that we may have something similar to the Feedback already under consideration or in development, and (c) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, under all intellectual property rights, to use, make, have made, incorporate into the Service, modify, copy, display, perform, distribute, prepare derivative works, publish, distribute, and sublicense the Feedback, without any credit or compensation to you. This Feedback section shall survive any termination of your Account or any aspect of the Service.

Certain information, content, products, and services available via the Service may include materials from third-parties or provide you with access to third-party tools, products, and

resources over which we neither monitor nor have any control nor input. Further, third-party links on the Service may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites, or for any other materials, products, or services of third parties. The views expressed in third-party materials, websites, resources, products, or services are those of such third-party, and do not necessarily reflect our views.

You acknowledge and agree that we provide access to such materials, products, websites, tools, and resources “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We do not warrant and will not have any liability or responsibility arising from or relating to third-party materials, websites, tools, products, and resources. Any use by you of third-party materials, tools, products, services, and resources offered through the Service is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which such items are provided by the relevant third-party provider(s).

We are not liable for any harm or damages related to your purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. You may not use third-party content without that third-party’s permission, or as otherwise allowed by law. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the applicable third-party.

This Agreement is effective unless and until terminated by either you or us. You may terminate this Agreement at any time by notifying us that you no longer wish to use the Service, or when you cease using our Service. and delete your Account. Deleting your Account can only be done by sending an email directly at support@paiback.app with a specific request which will require us to authenticate the request. Thereafter you shall not be able to use the Service until you renew your registration to the Service. Cancelling your Account may cause the loss of certain information you provided us and/or the capacity of your Account. We do not accept any liability for such loss.

Termination of your Account shall not relieve you of your obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under the Agreement prior to or at the date of termination. We may terminate, limit, or suspend your use of the Service (or any part thereof) or your Account, if (1) you fail, or we suspect that you have failed, to comply with any term or provision of this Agreement, or (2) for any other reason, with or without cause, in our sole discretion. Such termination shall be effective immediately, and may result in the destruction of all information and data associated with your use of the Service.

Upon termination of your Account: (1) all rights granted to you hereunder will automatically terminate, and (2) you must immediately cease all use of the Service. Even after your right to use the Service is terminated, the obligations and liabilities of the parties incurred prior to the termination date shall survive the termination and this Agreement will remain enforceable against you.

Fees; Billing

Company charges a Service fee (please see the Service for specific fees) on the total savings amount credited to you each time the Service reduces your ticketed flight price (“Service Fees”). For example, when the Service achieves a $100 reduction in your ticketed price, Company may charge you $20. A description of services is available via the Service. Failure to pay the Service Fees when due will result in removal of your access to the Services. The Service Fees will be billed in thirty (30) day intervals, and an invoice will be sent via email from Company. Additionally, an invoice will appear on the account page of your Service Account. Users have fourteen (14) days to bring up and settle any issues with the billing.

Payment Processors

Company uses third-party providers (i.e., Stripe) to securely store your payment card information and process your payments (“Payment Processors”). When you process a payment through the Service (a “Transaction”), our Payment Processors may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card, and your address(es) for billing (such information, “Payment Information”). You will provide all Payment Information directly to our Payment Processors. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction will be presented to you before you initiate your Transaction. If you choose to initiate a Transaction via the Service, you agree (i) to pay the applicable fees and any taxes; (ii) that our Payment Processors may charge your credit card or third party payment processing account, including, but not limited to, your account with the third party app store or distribution platform (like the Apple App Store, Google Play or the Amazon App store) where the App is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (iii) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your Transaction. You’ll receive a confirmation email after we confirm the payment for your Transaction. All payments made are non-refundable and non-transferable except as expressly provided in this Agreement.

Transaction Cancellation; Verification

Company reserves the right to not process or to cancel your Transaction in certain circumstances, for example, if your credit card is declined, if we suspect the request or Transaction is fraudulent, or in other circumstances Company deems appropriate in its sole discretion. Company also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your Transaction. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). Company will either not charge you or refund the charges for Transactions that we do not process or cancel.

Fee Disputes

If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third-party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Company.

Chargebacks

We may institute a chargeback policy as we deem appropriate in the event that you or your bank does not honor a payment obligation or if our Payment Processors

question our ability to collect funds from you. As part of such chargeback policy, we may in our sole discretion suspend, terminate, or otherwise limit your ability to use the Service or otherwise take any action we or our Payment Processors deem necessary.

Changes to Price Terms for Service Fees

Company reserves the right to change its pricing terms for Service Fees at any time, in which case Company will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for after such changed pricing terms have been communicated to you and/or the general public. If you do not agree with the changes to Company’s pricing, you may choose not to continue to use the Service in accordance with Section 8.

Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

Indemnification

You agree to indemnify, defend, and hold Company and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal), or expenses (including reasonable attorneys’ fees), or threats thereof, due to, arising out of or relating to (i) your breach of this Agreement or the documents incorporated herein by reference or hyperlink, (ii) your violation of (a) any law or regulation, or (b) the rights of a third-party, or (iii) your use of the Service.

Indemnification Procedures

In the event of such a claim, suit, or action, we will attempt to provide you notice of the claim, suit, or action at the contact information we have for your Account on file (provided, that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement, or your access to the Service, including the purchase or use of any benefits through the Service.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, INTERNS, SUPPLIERS, SERVICE PROVIDERS, APP PROVIDERS, OR LICENSORS BE RESPONSIBLE FOR ANY LOSS INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, OR FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR THE SERVICE, OR FOR ANY DAMAGES RELATED TO THE LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF

CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ACCESS TO AND USE OF THE SERVICE, EXCEED THE LESSER OF (1) $100 OR (2) TO THE TOTAL AMOUNT YOU PAID TO COMPANY IN FEES OVER THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

Company respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content infringes the copyright or other intellectual property rights of any person. Company will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action in accordance with the DMCA and this Agreement. If you believe that your copyrighted work is infringed by Content, please provide a written DMCA notice to Company at: support@paiback.app

Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a take-down notification (“Take-Down Notification”) pursuant to the DMCA by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works in the Service;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; **Providing URLs or other similar specific location markers in the body of your DMCA notification is the best way to help us locate content quickly**
4. Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and electronic mail address at which you (the complaining party) may be contacted;
5. A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an ex
7. **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Mandatory Arbitration of Disputes

We each agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Service (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Company agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and the laws of the state of New York, USA shall apply to the resolution of all Disputes, irrespective of any choice of law principles. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions

As limited exceptions to Section 13.1. above: (i) we both may seek to resolve a Dispute in small claims court where you live or where Company is located (if it qualifies); and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.

Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at https://www.adr.org/Rules and general information on the AAA process is found at www.adr.org. Information on how to initiate the arbitration is found at that website. The arbitration shall be, if possible, conducted either on the basis of documents or remotely. If an in-person hearing is necessary, the location of the arbitration will be in the city where AAA office that is nearest to where Company is located. The language to be used in the arbitration will be English. In all Disputes there shall be one (1) arbitrator. The arbitrator shall be appointed pursuant to the provisions for appointing an arbitrator in the AAA Rules. The arbitrator shall issue a decision in writing, briefly explaining the reasons therefor, and may award remedies that are available at law or in equity (so long as consistent with all of this Agreement. Please be advised that this Agreement contains certain limitations on the type and amount of damages that may be awarded). The arbitrator shall have no power to amend or supplement this Agreement to award damages other than as permitted herein, or to fail to follow applicable laws and regulations. Any award rendered by the arbitrator shall be final and binding on the parties, and may be confirmed by the judgment of a court of competent jurisdiction. This arbitration provision shall survive termination of this Agreement/Privacy Policy.

Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and each Party shall bear its own costs and expenses of arbitration, including legal fees.

Injunctive and Declaratory Relief.

Except as provided in Section 13.2. above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either Party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the 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.

Class Action Waiver

YOU AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Company may communicate with you using email, phone calls, chatbots and text messages, including autodialed or prerecorded calls and text messages, at any email address or telephone number that you provide us, to: (1) notify you regarding your Account; (2) provide customer support; (3) troubleshoot problems with your Account; (4) resolve a dispute; (5) collect a debt; (6) poll your opinions through surveys or questionnaires; or (7) as otherwise necessary to service your account or enforce this Agreement, our policies, applicable law, or any other agreement we may have with you.

To the extent offered by Company, if you would like to receive marketing via mobile texts and alerts, you may sign up to do so. By signing up, you provide your consent to receive recurring autodialed marketing texts or other mobile messages from or on behalf of us at the mobile number you've provided. You understand that consent is not a condition of purchase. Message and data rates may apply. If you would like to be removed from the Company marketing text list, you must reply STOP to any mobile message. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of this Agreement. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys' fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s)

who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your Account or this Agreement.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, ET SEQ., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Entire Agreement

This Agreement, our Privacy Policy and any other policies or operating rules posted by us on the Service or in respect to the Service constitute the complete and exclusive agreement and understanding between you and us related to the Service, and supersedes any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Agreement). Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party.

Changes to the App; Changes to this Agreement.
1. Company may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Additionally, Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement. Based on your mobile device settings, when your mobile device is connected to the internet either: (a) the App will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. In such event that your mobile device does not automatically download and install all available Updates, you agree to promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You give us permission to download and install Updates to the App on your device. This permission can be revoked at any time by deleting the App from your device.
2. We reserve the right, at our sole discretion, to update, change, modify, or replace any part of this Agreement by posting updates and changes on the Service. We may elect to notify you of such changes by mail, email, posting of a modified Agreement, or some other similar manner. However, it is your responsibility to check the Service regularly for changes to this Agreement. Your continued use of or access of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.
Errors, Inaccuracies and Omissions

Occasionally there may be information on the Service that contains typographical errors, inaccuracies, or omissions that may relate to the Service’ descriptions, information, materials, pricing, promotions, and offers. We reserve the right, without prior notice, to (i) correct any errors, inaccuracies, or omissions, and (ii) change or update information or cancel orders, if any information in the Service or on any related website is inaccurate at any time (including after you have submitted an order).

We undertake no obligation to update, amend, or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

User is Responsible for Equipment and Software to Connect to the Service

You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

Governing Law

This Agreement and all Disputes arising out of or relating to the Agreement shall be governed by, construed, and enforced in accordance with the laws of the state of New York in the United States, without regard to its conflict of laws principles. The Parties acknowledge and agree that any and all Disputes not subject to arbitration will be resolved exclusively in a venue with appropriate jurisdiction in the state of New York.

Severability

In the event that any provision of this Agreement is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.

Waiver

No delay or omission by us in exercising any rights or remedies thereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by us shall not preclude further exercise or any right or remedy by us. No waiver by us shall be valid unless in writing signed by us.

Survival

Upon termination, all provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, dispute resolution, and limitations of liability.

Assignment

You may not assign this Agreement to any other party. We may assign this Agreement or delegate any or all of our rights and responsibilities under this Agreement to any third parties, without notice to you.

Headings

The headings used in the Agreement are included for convenience only and will not limit or otherwise affect this Agreement.

Since you are downloading the App from an App Provider your use of the App may also be governed by usage rules which the App Provider may have established, and which relate to your use of the App (“Usage Rules”). In addition to the Usage

Rules specified in this Section below, it is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all Usage Rules applicable to your use of the App and these are incorporated herein by reference.

Where any terms set out under in this Agreement are less restrictive than, or otherwise are in conflict with, applicable terms of the App Providers (including Apple’s usage rules set forth in Apple’s App Store Agreement), the terms of the applicable App Provider will prevail. We acknowledge and you acknowledge and agree that the App Provider(s) (and the App Providers’ subsidiaries) are third party beneficiaries of this Agreement and that, upon your acceptance of this Agreement, they will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereto.

If you accessed or downloaded the App from the Apple App Store, then you agree to use the App only: (1) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (2) as permitted by the “Usage Rules” set forth in Apple’s App Store Agreement.

Subject to the terms of this Agreement, if you accessed or downloaded the App from an App Provider, then you acknowledge and agree that:

1. This Agreement is between you and Company, and not with any App Provider, and that, as between Company and the App Provider, Company, is solely responsible for the App.
2. App Provider has no obligation to furnish any maintenance and support services with respect to the App.
3. In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Company to the extent set forth in this Agreement.
4. App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
5. In the event of any third-party claim that the App or your possession and use of the App infringes a third party’s intellectual property rights, to the extent required by this Agreement, Company will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
6. You must also comply with all applicable third-party agreements when using the App.
7. You agree to comply with all applicable U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto, nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (i) you are not located in a country that is subject to a 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, including without limitation, the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List.

Comments, questions, and concerns about this Agreement should be sent to us at support@paiback.app or through our Contact Form.