Terms of Service Agreement

Version 1.0

Effective Date: December 12th, 2023

Last Updated Date: December 5th, 2023

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE “TERMS OF SERVICE”) CAREFULLY. THIS AGREEMENT APPLIES TO THE FWB WEBSITE (“WEBSITE”) AND THE SERVICES AND RESOURCES AVAILABLE ON OR ENABLED VIA THE WEBSITE (COLLECTIVELY THE “PLATFORM”) WHICH IS OWNED AND OPERATED BY FRIENDS WITH BENEFITS, INC. (“FWB,” “WE,” OR “US”). THE PLATFORM PROVIDES A MARKETPLACE TO ALLOW USERS TO OFFER TO SELL, SELL AND BUY CERTAIN TANGIBLE ITEMS (“GOODS”). THESE TERMS OF SERVICE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE (“USERS”). BY ACCESSING OR USING THE PLATFORM IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FWB, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY OR OTHER ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF SERVICE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE TERMS OF SERVICE INCLUDE (1) YOUR AGREEMENT THAT FWB HAS NO LIABILITY REGARDING THE SERVICES (SECTION 1 (SERVICES CONNECT BUYERS AND SELLERS)); (2) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY (SECTION 13 (DISCLAIMER OF WARRANTIES)); (3) YOUR CONSENT TO RELEASE FWB FROM LIABILITY (SECTION 11 (RELEASE)); AND (4) YOUR AGREEMENT TO INDEMNIFY FWB FOR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (SECTION 12 (INDEMNIFICATION)).

PLEASE BE AWARE THAT SECTION 18 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND FWB, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

PLEASE BE AWARE THAT SECTION 2.3 (FWB COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY FWB IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, fwb will make a new copy of the Terms of Service available on the Platform and any new Supplemental Terms will be made available from within, or through, the affected Service. We will also update the “Last Updated” date at the top of the Terms of Service. If we make any material changes, and you have registered with us to create an Account (as defined in Section 5.1- (Registering Your Account) below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new users of the Platform and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users, provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 5.1 (Registering Your Account) below). fwb may require you to provide consent to the updated Agreement in a specified manner before further use of the Platform is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Platform. Otherwise, your continued use of the Platform constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. SERVICES CONNECT BUYERS AND SELLERS.

1.1 Marketplace. fwb provides a marketplace that allows Users to offer, sell and buy Goods. The actual contract for sale of any Goods sold on our Platform is directly between the individuals seeking to sell Goods (“Sellers”) and individuals seeking to buy Goods (“Buyers”). Unless explicitly set forth at point of sale, fwb is not the Seller of any Good listed on the Platform and will not personally provide or deliver any Goods. While we may, in our discretion, help facilitate the resolution of disputes through various programs, fwb does not guarantee the existence, quality, safety or legality of Goods offered on the Platform; the truth or accuracy of Users’ content or listings of Goods (each, a “Listing”); the ability of Sellers to sell Goods; the ability of Buyers to pay for Goods; or that a Buyer and Seller will actually complete a transaction or return any Goods.

1.2 Marketplace Restrictions. You may not use the Platform to solicit, advertise for, or contact in any form, Users for employment or any other purpose not related to the Platform facilitated through the Website. You may not use the Platform to collect usernames and/or e-mail addresses of Users by electronic or other means without the express prior written consent of fwb. As a marketplace, we do not personally provide or deliver any of the Goods listed on the Platform, so the actual contract for the provision of any listed Good is directly between the Buyer and the Seller of that Good. While fwb may provide pricing and guidance on our Platform, such information is solely for informational purposes.

1.3 Disclaimers. We do not take part in the interaction between Users. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any ratings provided by Users, Goods sold by Sellers, or of the integrity, responsibility, or any actions of any Users. fwb makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. NEITHER FWB NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. FWB AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM.

2. USE OF THE PLATFORM, THE SERVICES AND THE PLATFORM. The Platform and all any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Platform (collectively, “Content”) are protected by copyright laws throughout the world. Subject to the Agreement, fwb grants you a limited license to reproduce portions of the Platform for the sole purpose of using the Platform to procure or sell listed Goods through the Platform. Unless otherwise specified by fwb in a separate license, your right to use the Platform is subject to the Agreement.

2.1 Updates. You understand that the Platform is evolving. As a result, fwb may require you to accept updates to the Platform that you have installed on your computer or mobile device. You acknowledge and agree that fwb may update the Platform with or without notifying you. You may need to update third-party software from time to time in order to use the Platform.

2.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of the Platform, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other content on or in the Platform (including images, text, page layout or form) of fwb; (c) you shall not use any metatags or other “hidden text” using fwb’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Platform. Any future release, update or other addition to the Platform shall be subject to the Agreement. fwb, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any the Platform terminates the licenses granted by fwb pursuant to the Agreement.

2.3 fwb Communications. By entering into this Agreement or using the Platform, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Platform, updates concerning new and existing features on the Platform, communications concerning promotions run by us or our third-party partners, and news concerning fwb and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

3. REGISTRATION.

3.1 Registering Your Account. In order to access certain features of the Platform you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”).

3.2 Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form or otherwise from time to time (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If we request any additional Registration Data from you at any point, including without limitation in connection with any KYC/KYB process, you hereby represent, warrant and covenant to comply with any such request. You represent and warrant that (i) you are (x) at least eighteen (18) years old; (y) of legal age to form a binding contract; and (z) not a person barred from using the Platform under the laws of the United States (including without limitation any anti-money laundering laws), your place of residence or any other applicable jurisdiction; and (ii) none of: (I) you; (II) any affiliate of any entity on behalf of which you are entering into this Agreement; (III) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (IV) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. You are responsible for all activities that occur under your Account. If you provide any information that is untrue, inaccurate, not current or incomplete, or fwb has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, fwb has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. fwb reserves the right to remove or reclaim any usernames at any time and for any reason. You agree not to create an Account or use the Platform if you have been previously removed by fwb, or if you have been previously banned from any of the Platform.

3.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Platform, including but not limited to, a mobile device that is suitable to connect with and use the Platform, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Platform.

4. RESPONSIBILITY FOR CONTENT.

4.1 Types of Content. You acknowledge that all Content, including the Platform, is the sole responsibility of the party from whom such Content originated. This means that you, and not fwb, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Platform (“Your Content”), and that you and other Registered Users of the Platform, and not fwb, are similarly responsible for all Content that you and they Make Available through the Platform (“User Content”). For the avoidance of doubt, each Seller is responsible for the Content comprising such Seller’s Listing.

4.2 Storage. Unless expressly agreed to by fwb in writing elsewhere, fwb has no obligation to store any of Your Content that you Make Available on the Platform. fwb has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform. You agree that fwb retains the right to create reasonable limits on fwb’s use and storage of the Content, including Your Content.

5. OWNERSHIP.

5.1 fwb Platform. Except with respect to Your Content and User Content, you agree that fwb and its suppliers own all rights, title and interest in the Platform (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and fwb software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.

5.2 Trademarks. fwb, friends with benefits, and all related graphics, logos, service marks and trade names used on or in connection with the Platform or in connection with the Services are the trademarks of fwb and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Platform are the property of their respective owners.

5.3 Your Content. fwb does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in the Platform, you (i) represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content; and (ii) grant fwb a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Platform to you and to our other Registered Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not fwb, are responsible for all of Your Content that you Make Available on or in the Platform.

5.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to fwb (“Feedback”) is at your own risk and that fwb has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to fwb a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform and/or fwb’s business.

6. USER CONDUCT.

6.1 Restrictions. As a condition of use, you agree not to use the Platform for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to either (a) take any action or (b) Make Available any Content on or through the Platform that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without fwb’s prior written consent; (v) impersonates any person or entity, including any employee or representative of fwb; (vi) interferes with or attempt to interfere with the proper functioning of the Platform or uses the Platform in any way not expressly permitted by this Agreement; (vii) manipulates the price of any listed Goods or interferes with a User profile or Seller listings; (ix) transfers your Account and username to another party without our consent; (x) bypasses our robot exclusion hardware, interferes with the working of the Platform, or imposes an unreasonable or disproportionately large load on our infrastructure; (xi) uses the Platform to collect, harvest, transmit, distribute or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit or calling card or account numbers without their permission; (xii) takes any action that may undermine our feedback or ratings systems; (xiii) breaches or circumvents any laws, third party rights or our systems, policies, or determinations of your Account status; or (xiv) attempts to engage in or engages in, any potentially harmful acts that are directed against the Platform, including but not limited to violating or attempting to violate any security features of the Platform, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Platform, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Platform.

6.2 When you use the Platform, you hereby represent and warrant, to and for the benefit of fwb and its affiliates, as follows: (a) Independent Investigation and Non-Reliance. You are sophisticated, experienced and knowledgeable in the use of cryptocurrency and blockchain technology. Additionally, you have conducted an independent investigation of the Platform and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing and, in making the determination to mint, list, buy, sell or trade any Goods using the Platform, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including the Goods, are evolving, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the Goods) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, fwb, in determining to enter into this Agreement, mint, list, buy, sell or trade any Goods or use the Platform. (b) Litigation. There is no legal proceeding pending that relates to your activities relating to the use of cryptocurrency or other token- or digital asset- trading or blockchain technology related activities. (c) Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement, including without limitation any requirement relating to any blockchain technologies, token trading activities or use of cryptocurrency. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to digital assets or cryptocurrency. You will, at all times during the term of this Agreement, be able to successfully pass any AML/KYC verification process reasonably required by fwb.

7. NO SOLICITATION. The Platform may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Services facilitated through the Platform. You may not use the Platform to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of fwb.

8. INVESTIGATIONS. fwb may, but is not obligated to, monitor or review the Platform and Content at any time. Without limiting the foregoing, fwb shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although fwb does not generally monitor user activity occurring in connection with the Platform or Content, if fwb becomes aware of any possible violations by you of any provision of the Agreement, fwb reserves the right to investigate such violations, and fwb may, at its sole discretion, immediately terminate your license to use the Platform, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

9. INTERACTIONS WITH OTHER USERS.

9.1 User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that fwb reserves the right, but has no obligation, to intercede in such disputes. You agree that fwb will not be responsible for any liability incurred as the result of such interactions.

9.2 Content Provided by Other Users. the Platform may contain User Content provided by other Registered Users. fwb is not responsible for and does not control User Content. fwb has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.

9.3 Subverting the Platform. The value of the Platform rests in its thriving marketplace for Buyers and Sellers. It is a material breach of this Agreement to arrange for the sale of listed Goods from, or the payment of fees to, Sellers outside the context of the Platform for the purposes of circumventing the obligation to pay fwb’s fee for Goods purchased through the Platform.

10. FEES AND PAYMENT POLICY. The fees that fwb charges for using the Platform (“Fees”) are listed in the agreement between us and the seller (the “Seller Agreement”) or otherwise set forth on the Platform. We may change our Fees from time to time upon notice to you. The new Fee(s) will apply to purchases on the Platform after the changes are posted to the applicable Service.

10.1 Payment of Fees. Buyers contract directly with Sellers for the purchase of Goods on the Platform. fwb is not a party to any such sales. fwb facilitates these sales through hosting the Platform and by facilitating the exchange of money as described below. All payments must be made through the Platform. fwb’s Fee for each purchase on the Platform is deducted from the purchase price paid by the Buyer, with the remainder remitted to the Seller. You understand and agree that fwb itself does not process the transmission of funds and thus it is not a separate and discrete service that fwb provides in addition to the Platform.

10.2 Digital Wallets. In order to purchase a Good as a Buyer or receive payment for any Goods sold as a Seller, you must connect a compatible digital wallet to the Platform. Whether a certain digital wallet is supported by fwb is subject to change in fwb’s sole discretion.

10.3 Pricing and Payment. All pricing and payment terms for Goods are as indicated at point of sale or otherwise on the Platform, and any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.

10.4 Refunds. fwb has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, in each case in fwb’s sole discretion. Unless otherwise set forth in connection with specific Goods, all sales are final and nonrefundable.

10.5 Taxes. The amounts paid under this Agreement do not include any Sales Tax that may be due in connection with any Services provided under this Agreement. If fwb determines it has a legal obligation to collect Sales Tax from a User in connection with this Agreement, fwb shall collect such Sales Tax in addition to the amounts required under this Agreement. If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to fwb, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify fwb for any liability or expense fwb may incur in connection with such Sales Taxes. Upon fwb’s request, you will provide it with official receipts issued by the appropriate taxing authority, or such other evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

11. RELEASE. You hereby release the fwb Parties (defined below) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Platform, including without limitation any claims arising in connection with (1) any dispute between Buyers and Sellers; and (2) any claims arising from or related to your use of or inability to use any cryptocurrency or other digital asset. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OR RULE IN ANY OTHER JURISDICTION, WHICH STATES IN SUBSTANCE, “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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a fwb Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform provided hereunder.

12. INDEMNIFICATION. You agree to indemnify and hold fwb, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “fwb Party” and collectively, the “fwb Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Platform or any Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; (e) your purchase or sale of, or inability to purchase or sell, any Goods; or (f) your violation of any applicable laws, rules or regulations. fwb 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 fwb in asserting any available defenses. This provision does not require you to indemnify any of fwb Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Platform.

13. DISCLAIMER OF WARRANTIES AND CONDITIONS.

13.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. FWB PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. (a) FWB PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE PLATFORM, AND OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. (b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. (c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. FWB MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. (d) FROM TIME TO TIME, FWB MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT FWB’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS. (e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FWB OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. (f) UNLESS OTHERWISE PROVIDED BY THE APPLICABLE SELLER, ALL SALES OF GOODS ARE FINAL.

13.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT FWB PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FWB PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. (a) fwb makes no warranty that the Goods provided by third parties will meet your requirements or be available on an uninterrupted, secure, or error-free basis. fwb makes no warranty regarding the quality of any such Goods, or the accuracy, timeliness, truthfulness, completeness or reliability of any User content obtained through the Platform. (b) We are not involved in the actual transaction between Buyers and Sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of Goods advertised, the truth or accuracy of Users’ content or listings, the ability of Sellers to sell Goods, the ability of Buyers to pay for Goods, or that Buyer or Seller will actually complete a transaction or return all Goods. (c) We do not transfer legal ownership of Goods from the Seller to the Buyer. California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise. Further, we cannot guarantee continuous or secure access to the Platform and operation of the Platform may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions.

13.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM. YOU UNDERSTAND THAT FWB DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. FWB MAKES NO WARRANTY THAT THE GOODS PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WB MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE PLATFORM.

13.4 Third-Party Materials. As a part of the Platform, you may have access to materials that are hosted by another party. You agree that it is impossible for fwb to monitor such materials and that you access these materials at your own risk.

14. LIMITATION OF LIABILITY.

14.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL FWB PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS, IN EACH CASE WHETHER OR NOT FWB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE PLATFORM; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (e) ANY OTHER MATTER RELATED TO THE PLATFORM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A FWB PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A FWB PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A FWB PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. ASSUMPTION OF RISK RELATED TO BLOCKCHAIN TECHNOLOGY.

14.2 Blockchain Disclaimers: You acknowledge and agree that: (a) The prices of cryptocurrencies can be extremely volatile. Fluctuations in the price of Digital Assets (defined below) could materially and adversely affect the value of Goods. (b) You are solely responsible for determining what, if any, taxes apply to transactions involving cryptocurrency, stablecoins, and other digital assets (“Digital Assets”). Neither fwb nor any other fwb entity is responsible for determining the taxes that may apply to transactions involving Digital Assets. (c) Digital Assets exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such Digital Assets. Any transfer of Digital Assets occurs within the supporting blockchain. fwb makes no representations or warranties about the quality or availability of any blockchain. (d) There are risks associated with using Digital Assets, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. (e) The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform and the utility of Digital Assets. (f) fwb shall have no liability to you or any third party arising from or related to any cryptocurrency or other digital asset used in connection with the Platform, including without limitation with respect to any claims or allegations that any cryptocurrency or other digital asset constitutes a security under applicable law.

14.3 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, FWB PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO FWB BY YOU IN THE TRANSACTION GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A FWB PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A FWB PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A FWB PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

14.4 User Content. FWB ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

14.5 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14.6 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FWB AND YOU.

15. MONITORING AND ENFORCEMENT. fwb reserves the right to: (a) remove or refuse to post any of your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for fwb; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; and/or (e) terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of this Agreement. If fwb becomes aware of any possible violations by you of the Agreement, fwb reserves the right to investigate such violations. fwb is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including Your Content, in fwb’s possession in connection with your use of the Platform, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of fwb, its Registered Users or the public, and all enforcement or other government officials, as fwb in its sole discretion believes to be necessary or appropriate.

16. TERM AND TERMINATION.

16.1 Term. The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Platform, unless terminated earlier in accordance with the Agreement. You may terminate this Agreement by sending us notice at the contact email listed below. We may terminate this Agreement at any time, for any or for no reason, with or without notice to you.

17. PLATFORM IS FOR US-BASED USERS ONLY. The Platform can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that fwb intends to announce such Services or Content in your country. The Platform is controlled and offered by fwb from its facilities in the United States of America. fwb makes no representations that the Platform or Services are appropriate or available for use in other locations. Those who access or use the Platform from other countries do so at their own volition and are responsible for compliance with local law.

18. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires U.S. users to arbitrate disputes with fwb and limits the manner in which you can seek relief from us.

18.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and fwb agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive from us, any products sold or distributed through the Services, or this Agreement and any prior versions thereof, including claims and disputes that arose between us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and fwb may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or fwb may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

18.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and fwb. If that occurs, fwb is committed to working with you to reach a reasonable resolution. You and fwb agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and fwb therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to fwb that you intend to initiate an Informal Dispute Resolution Conference should be sent by email customerservice@oodapp.com. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

18.3 Waiver of Jury Trial. YOU AND FWB HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and fwb are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

18.4 Waiver of Class and Other Non-Individualized Relief. YOU AND FWB AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 18.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator 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 the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 18.9 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and fwb agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or fwb from participating in a class-wide settlement of claims.

18.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and fwb agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the Account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution Conference process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and fwb otherwise agree, or the Batch Arbitration process discussed in subsection 18.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and fwb agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

18.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 18.9 is triggered, the AAA will appoint the arbitrator for each batch.

18.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

18.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or fwb need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

18.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and fwb agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against fwb by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by fwb. You and fwb agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

18.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the email address below within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your fwb Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

18.11 Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with fwb as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

18.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if fwb makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to fwb at the email address below, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive from us, any products sold or distributed through the Services, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. fwb will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

19. THIRD-PARTY SERVICES.

19.1 Marketplace Exchange. The Platform can be used to facilitate the purchase and sale of Goods from other users not affiliated with fwb (“Seller(s)”). All matters concerning the Goods desired from a Seller, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Seller. fwb makes no warranties or representations whatsoever with regard to any Goods provided by Sellers. You will not consider fwb, nor will fwb be construed as, a party to such transactions, whether or not fwb may have received some form of revenue or other remuneration in connection with the transaction, nor will fwb be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transaction.

19.2 Payment Processor. fwb currently uses [Paypal, Inc.] (“Payment Processor”) as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). Your use of the Platform and the payment processing provided by the Payment Processor is subject to the Payment Processor’s terms and conditions, as may be modified by the Payment Processor from time to time (collectively, the “Payment Processor Agreement”). As a condition of using the Payment Processor’s payment processing, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor. Any bank, credit card, or other payment information is sent directly to and stored with the Payment Processor using its security protocols. fwb does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of the Payment Processor’s payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use the Platform, or you may have your use of the Platform suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.

19.3 Fulfillment Partner. Shipping and fulfillment for the Goods is provided by fwb’s third-party fulfillment center (“Fulfillment Partner”), and not by fwb, and you acknowledge and agree that fwb shall have no liability in connection with the same. Any claims related to the shipping and fulfillment of Goods shall be directed to the Fulfillment Partner.

19.4 Third-Party Websites, Applications and Ads. The Platform may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of fwb. fwb is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. fwb provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

20. GENERAL PROVISIONS.

20.1 Electronic Communications. The communications between you and fwb may take place via electronic means, whether you visit the Platform or send fwb e-mails, or whether fwb posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from fwb in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that fwb provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

20.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without fwb’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

20.3 Force Majeure. fwb shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

20.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and fwb agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Los Angeles County, California.

20.5 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

20.6 Notice. Where fwb requires that you provide an e-mail address, you are responsible for providing fwb with your most current e-mail address. In the event that the last e-mail address you provided to fwb is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, fwb’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to fwb at the following address: [______]. Such notice shall be deemed given when transmitted if by email, or when received by fwb if by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

20.7 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

20.8 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

20.9 Export Control. You may not use, export, import, or transfer the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Platform, and any other applicable laws. In particular, but without limitation, the Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Platform, you represent and warrant that (y) 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 (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by fwb are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer fwb products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

20.10 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

20.11 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.