1. Description of Our Service.

Welcome to Check My Checks™, a new service platform with a website located at www.CheckMyChecks.com owned and operated by Prospitality, Inc., a Delaware corporation (the "Website") that provides you with the opportunity to use the latest in artificial intelligence ("AI") technology to check your paystub for potential compliance issues based on local, state, and federal employment and labor laws.

2. General.

These Terms of Service (the "Terms," and any specific term or condition that is part of the Terms, a "Term") constitute an agreement entered into by and between you, an individual (not a legal entity), that is visiting, accessing or using in any way the Platform, the Services, any CMC Content (defined below) or any portion thereof (whether you are doing so directly or indirectly, whether personally or by a third-party acting at your direction or on your behalf, whether manually or through the use of any automated tool, process, or procedure, etc.) ("you", "your," and other correlative terms) and Prospitality, Inc., a Delaware corporation (together with any subsidiaries that may exist, "CMC", "we," "our," "us") that, together with any other terms and conditions that are incorporated into these Terms by reference ("Additional Terms,"), govern your access to and use of the Website and all other platforms, mobile sites, services, tools, and mobile device applications, where these Terms (including any Additional Terms) appear or are linked to (collectively, the "Platform").

Unless and solely to the extent these Terms expressly state otherwise, these Terms apply to (i) all functionality, features, or services of the Platform (collectively, the "Services"), including our paystub compliance evaluation service (the "Paystub Service") and the report generated by the Platform as a result of using the Paystub Service that flags potential areas of concern the Paystub Service may identified with regard any particular paystub and related information ("Paystub Information") that you provide (a "Paystub Service Report") and (ii) all information, materials, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, and all Intellectual Property Rights (defined below) therein and thereto ("CMC Content").

PLEASE READ CAREFULLY. These Terms contain very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you.

By clicking to accept or agree to these Terms when that option is made available to you on the Platform, or by otherwise accessing or using the Platform, any Services, or any CMC Content in any way, you accept and agree to be bound and abide by these Terms, including without limitation CMC's Privacy Policy.

You may not use this Platform, any Services, or any CMC Content if:

You do not agree to all of these Terms;

You are not at least 18 years of age; or

You are prohibited from accessing or using this Platform, any Services, or any CMC Content by applicable law.

In addition, please note that these Terms contain an arbitration provision (set forth in Section 18). Except for certain types of disputes mentioned in the arbitration clause, you and CMC agree that any disputes, issues, claims, or controversies of any kind arising from, relating to or connected with these Terms, the Platform, any Services, any CMC Content, any User Content (defined below) or any transactions occurring on or through the Platform, or any other matters, issues or controversies otherwise arising from, relating to or connected with any other dealings you have or had with us in connection with anything previously listed will be resolved by mandatory binding arbitration, and you waive any right to participate in a class-action lawsuit or class-wide arbitration (collectively, "CMC Matters").

3. Privacy.

Your privacy is incredibly important to CMC, and CMC is committed to protecting it. Our Privacy Policy (the "Privacy Policy") governs our use of any personal information collected on or in connection with your accessing or use of the Platform or any Services. Please see the Privacy Policy here. By accessing and using the Platform, any Services, or any CMC Content, and by providing us with any User Content (defined below), you consent to all actions taken by CMC concerning your personal information when done in compliance with the Privacy Policy.

For the avoidance of doubt, the Privacy Policy is incorporated into these Terms by reference in its entirety and, therefore, forms part of these Terms. In the event of any conflict between any part of the Privacy Policy and any other part of these Terms, then the Privacy Policy will govern to the extent of such conflict unless and solely to the extent these Terms expressly state otherwise.

4. Additional Terms Regarding Use.

4.1 Agreement to Terms Required.

While some portions of the Platform are open to the public, the ability to use the Services is only available to you if and when you affirmatively agree to enter into an agreement with CMC for the provision of the Services and to have the right to receive and/or use certain CMC Content by agreeing to these Terms (including the Privacy Policy).

4.2 Accuracy of Outcomes Dependent on Quality of Inputted Information.

You hereby acknowledge that the accuracy and reliability of any results or other information or materials, including any CMC Content (such as a Paystub Service Report) generated for you by using a Service (including the Paystub Service) depend on the correctness and completeness of any Paystub Information or other information that CMC may require or request in order to provide a particular Service and which you submit, enter into the Platform, or otherwise make available, whether manually or via any automated document scanning, information gathering, or related kinds of tools and functionality we may provide or make available ("Inputted Information"). CMC does not guarantee, and shall have no responsibility or liability for, the accuracy of the results of any Service that requires any Inputted Information, or of any related CMC Content (such as a Paystub Service Report), generated for you or otherwise provided or made available to you through the Platform if any Inputted Information is inaccurate, incomplete, or outdated. You, not CMC, are solely responsible for ensuring that any Inputted Information you provide or make available to CMC for such purposes is truthful, accurate, precise, and complete.

5. Intellectual Property Matters.

The Platform, all Services, and all CMC Content, and all Intellectual Property Rights (defined below) therein and thereto are owned by us, our licensors, or other providers of such materials and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. For the avoidance of doubt, the term "CMC Content" shall be deemed to include any and all Paystub Service Reports. "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

CMC's trademarks, service marks, and logos, whether or not registered with, or submitted for registration to, the USPTO or any other US or foreign governmental agency ("CMC Trademarks"), that are used and displayed in connection with the Platform, the Services, and the CMC Content are registered and unregistered trademarks and service marks of CMC. Other business, company, product, and service names located on the Platform or otherwise used in connection with the Platform, the CMC Content, or Items may be trademarks or service marks owned by third parties (these, collectively with the CMC Trademarks, the "Trademarks"). Nothing on or made available to you on or through the Platform or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform or otherwise used in connection with the Platform, any Services, or any CMC Content, without our express prior written consent specific for each such use. The Trademarks may not be used to disparage us or any third party, the Platform, any Services, or any CMC Content, any third party's business, products, goods, or services, or in any manner that we think may damage any goodwill in any Trademarks. All goodwill generated from the use of any CMC Trademark will inure to our benefit.

Except and solely to the extent expressly stated elsewhere in these Terms, you have no right, title, or interest in or to the Platform, the Services, or the CMC Content (other than any User Content that you provide), and all rights not expressly granted herein are reserved by us or our licensors. Neither the Platform, nor any Services, Trademarks, other CMC Content, or any portion thereof (other than any User Content you may provide so long as it is in the form you provided it in) may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission in each instance; provided, however, that so long as you have met the requirements of Section 5.1 and you continue to remain in good standing with us, then subject to these Terms, you are hereby granted a limited license to access and use the Platform, the Services, and the CMC Content in accordance with these Terms, and to view and/or print a copy of a Paystub Service Report we have generated for you (which made be made available to use via a unique URL that may only remain accessible for a limited time, as determined by CMC in its sole discretion), in each case, solely for your personal, non-commercial use, provided that you keep all copyright, trademark, and other proprietary notices intact in, on, and otherwise provided in connection with the your access, use, downloading or printing, as applicable, of the Platform, any Services, any Paystub Service Report or any other CMC Content. You may not upload or republish any CMC Content on the Internet, any intranet or extranet site, or incorporate the information constituting, incorporated into, or derived from any CMC Content into any other database or compilation, and any other use of any CMC Content is strictly prohibited. Any use of the Service or the CMC Content other than as specifically authorized herein, without our express prior written permission, will terminate the license granted herein and is strictly prohibited.

Use of any CMC Trademarks or other CMC Content as part of a link to or from any Platform or as part of any social media post is prohibited without our prior written consent.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Platform, any Services, or any CMC Content (collectively, "Feedback") that you provide to us are non-confidential and we will be entitled to the unrestricted use and dissemination of any such Feedback for any purpose, commercial or otherwise, without your acknowledgment or compensation to you.

6. User Content.

By providing or making available to us with any Paystub Information or other Inputted Information, or by otherwise submitting any ratings, reviews, information, data, text, photographs, audio clips, audiovisual works, translations, flashcards, or other materials or information in connection with any use of any Services (collectively, "User Content"), you hereby grant to CMC a full-paid, royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, and create derivative works from such User Content; incorporate such User Content into other works; and sublicense through multiple tiers such User Content; provided, however, that any such use of such User Content shall be subject to the terms of our Privacy Policy. For the avoidance of doubt, you acknowledge that this license includes the right to use any User Content to help us improve the Platform, any Services and any CMC Content, including by helping us train and otherwise improve any artificial intelligence ("AI") models and other technologies that we currently or may in the future develop and/or use, whether in connection with the Platform, any Service, any CMC Content, or otherwise. You acknowledge that this license cannot be terminated by you once your User Content is submitted on or through the Platform or otherwise provided to us. You represent and warrant that you own or have secured all legal rights necessary for the User Content provided by you to be used by CMC and others as described and otherwise contemplated in these Terms. You understand that, subject to the restrictions on our actions, our obligations, and our other responsibilities set forth in our Privacy Policy, other users might have access to such User Content and that neither they nor CMC have any obligation to you or anyone else to maintain the confidentiality of such User Content.

You will not upload, display, or otherwise provide on or through the Platform or otherwise to CMC any User Content that: (i) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive, or otherwise violates any law or infringes upon the right of any third party (including copyright, trademark, privacy, publicity, or other personal or proprietary rights); or (ii) in CMC's sole judgment, is objectionable, restricts or inhibits any other person from using the Platform, any Services or any CMC Content, or may expose CMC or any visitors or other actual or potential users of the Platform to any harm or liability of any kind.

7. Prohibited User Conduct.

You may not engage in any Prohibited User Conduct (defined below) except and solely to the extent expressly permitted elsewhere in these Terms or with our express prior written consent in each instance. "Prohibited User Conduct" means any use of the Platform, any Service, any CMC Content, or any portion thereof, or entering into any transaction or through or in connection with the Platform that:

violates these Terms, any local, state, federal, or international law, rule, or regulation, or any rules of conduct we post concerning the Platform, any Services, or any CMC Content;

reveals or attempts to reveal any personal information about another individual, including another person's payment information, employment information, address, phone number, e-mail address, credit card number, or any information that may be used to track, contact, or impersonate that individual;

attempts to impersonate any person, or misrepresent your identity or affiliation with any person or organization, or that gives the impression that they emanate from or are endorsed by CMC or any other person or entity if this is not the case;

tricks, defrauds, or misleads us, any other Platform visitors or users, or other third parties, or involves you knowingly providing false or inaccurate information to us, any other Platform visitors or users, or other third parties;

makes improper use of our support services or submits false reports of technical issues, abuse, or misconduct;

constitutes any commercial activities, including any attempt to raise money for anyone, or advertises or promotes a product, service, website, pyramid scheme, or other multi-tiered marketing scheme;

otherwise interferes or is (as we determine in our sole discretion) likely to interfere with the use and enjoyment of the Platform, any Services, or any CMC Content by any other Platform visitor or user;

disparages, tarnishes, or otherwise harms, in our opinion, us, the Platform, any Services, or any CMC Content;

introduces (whether intentionally or unintentionally) any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful (collectively, "Viruses");

copies or adapts the Platform, any Service, any CMC Content, or any portion thereof, including any Flash, PHP, HTML, JavaScript, or other code used in the Platform, any Service, any CMC Content, or any portion thereof, or reverse engineers, decompiles, reverse assembles, modifies, or attempts to discover any software (source code or object code) that the Platform, any Service, any CMC Content, or any portion thereof, creates to generate web pages, or any software, or other products or processes accessible on or through the Platform;

except as may be the result of standard search engine or Internet browser usage, uses or launches, develops or distributes any automated system, including any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, any Services, any CMC Content or any portion thereof, or uses or launches any unauthorized script or other software;

involves any use of the Platform, any Services, any CMC Content, or any portion thereof for AI training, use, or any related purposes, whether collected manually or automatically. For the avoidance of doubt, the prior sentence means, without limitation, that these Terms expressly prohibit any using, accessing, copying, downloading, scraping, or otherwise interacting with the Platform, any Services, any CMC Content, or any portion thereof, in any manner that involves the use of AI technologies or tools (including, without limitation, generative AI, large language models, automated bots, or similar systems), whether for data mining, training, analysis, content generation, or any other purpose;

covers or obscures any notice, banner, advertisement, or other branding on or in the Platform or any CMC Content;

interferes with or circumvents any security feature of the Platform or any feature that restricts or enforces limitations on the use of or access to the Platform, any Services, or any CMC Content, or any portion thereof;

constitutes any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or on CMC's systems or networks, or any systems or networks connected to the Platform's or CMC's systems or networks;

attempts to interfere with, disrupt or disable the availability of or use of the Platform, any Services, any CMC Content, or any portion thereof, by any host or network, any other user of or visitor to the Platform, any Services and/or any CMC Content, or any other third party including, without limitation, via means of "denial of service" attacks, overloading, "flooding", "mailbombing" or "crashing"; or

constitutes any action to obtain access to or use of the Platform, any Services, CMC Content, or any portion thereof, which you are not entitled to access or use for any reason.

8. Your Representations and Warranties.

In addition to any representations and warranties you make elsewhere in these Terms, you hereby represent and warrant to CMC that:

your access and use of the Platform, any Services, and any CMC Content, will be in accordance with these Terms and with all applicable laws, rules, and regulations of the United States and any other relevant jurisdiction, including the jurisdiction in which you are currently located;

you are an individual, not a legal entity, and you are at least 18 years old or the age of majority, if that is older than 18 years, in the jurisdiction in which you are located or ordinarily reside;

you are not (1) located in or otherwise ordinarily resident in a country or territory that is the target of comprehensive U.S. economic or trade sanctions (i.e., an embargo); (2) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons; or (3) otherwise the target of U.S. sanctions; and

you are not otherwise prohibited from accessing or using this Platform, any Services, or any CMC Content by any applicable law.

9. Third-Party Links, Sites, and Services.

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by CMC. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, application, platform, service, or content on or through the Platform, you understand that these Terms and our Privacy Policy do not apply to your use of such website, application, platform, service, or content. You expressly acknowledge and agree that CMC shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, application, platform, service, or content.

The Platform, the Services, and the CMC Content may include advertisements by and/or on behalf of CMC or one or more third parties. The types and extent of advertising by CMC or others on or in the Platform, the Services, and the CMC Content are subject to change. In consideration for CMC granting you access to and use of the Platform, the Services, and the CMC Content, you agree that CMC and such third parties may place such advertising in connection with the display of User Content, or other content, information, or other materials submitted by you or others.

10. Responsibility for Computer Equipment and Network Availability.

It is solely your responsibility to ensure that you possess or otherwise have reliable access to, and has ability and legal right to use, any such technologies, applications, programs, and platforms, including the hardware and software required to access and use the Platform, any Services and/or any CMC Content which you have the right to use pursuant to these Terms. Any failure by you to meet your responsibility described in the prior sentence will not excuse any failure by you to meet any of your obligations under these Terms. For the avoidance of doubt, CMC has no responsibility or liability in connection with such requirement.

You acknowledge and agree that CMC may, at any time and in its sole discretion, change the technologies, applications, programs, and tools we require for you to access or use the Platform, any Services, any CMC Content, or any portion thereof.

You acknowledge and agree that, given the multiplicity of ways that electronic communications and other computer networks and systems may be intentionally or unintentionally accessed by, or information therein disclosed to, third parties (whether such third parties are bad actors or not), CMC cannot, and does not, make any guarantees that your use of the Platform, any Services, or any CMC Content, or your provision of any User Content or other information, content, or materials to CMC, will remain private and not accessible by one or more such third parties (whether such third parties are using legal or illegal methods). Similarly, CMC shall have no responsibility or liability for any failure to protect the privacy of your access to or your use of the Platform, any Services, or any CMC Content, any emails, other communications, or other information sent or transferred to or from you through the Internet or any other computer or telephone network you may use beyond CMC's obligation to comply with the terms of our Privacy Policy.

11. BETA TEST PHASE DISCLAIMER; DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY.

11.1 BETA TEST PHASE DISCLAIMER.

You acknowledge and agree that the Platform, the Services (including the Paystub Service), and any CMC Content (including Paystub Service Reports) are still in testing phase (the "Beta Test Phase") and are provided on an "as is" and "as available" basis and are believed to contain defects with the primary purpose of our providing you any rights to access and use the Platform, any Services and any CMC Content during the Beta Test Phase to obtain Feedback on performance and the identification of defects. During the Beta Test Phase, the Platform, any of the Services, and any of the CMC Content may not be supported (or if supported, not fully supported), are not subject to availability or security obligations, and may be subject to Additional Terms. In addition to any disclaimers and limitations of liability set forth elsewhere in these Terms, unless otherwise agreed, CMC will have no liability for any harm, damage or losses of any kind arising out of or in connection with the Platform, any of the Services, and any of the CMC Content during the Beta Test Phase, and you use access, use, and, if applicable, take possession of them solely at your own risk. During the Beta Test Phase, CMC may discontinue all or any part of the Platform, the Services, and the CMC Content at any time in its sole discretion and may choose not to make all or any portion of them generally available. For the avoidance of doubt, unless and only when and to the extent that CMC expressly notifies you otherwise, the Beta Test Phase shall be deemed to be continuing in effect with regard to all of the Platform, all Services, and all CMC Content so long as this provision or equivalent terms remain included in these Terms.

11.2 DISCLAIMER OF PROVISION OF LEGAL OR OTHER PROFESSIONAL ADVICE.

ANY AND ALL INFORMATION, MATERIALS, AND RESULTS PROVIDED VIA THE PLATFORM, ANY SERVICES AND/OR THAT ARE INCLUDED IN, OR MADE AVAILABLE THROUGH, ANY CMC CONTENT ARE SOLELY FOR INFORMATIONAL PURPOSES AND DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. CHECK MY CHECKS™, THE PLATFORM, THE SERVICES, AND THE CMC CONTENT DO NOT REPLACE, AND ARE NOT INTENDED TO REPLACE, THE NEED FOR YOU OR ANY OTHER USERS TO CONSULT INDEPENDENT LEGAL COUNSEL, TAX ADVISORS, OR OTHER PROFESSIONALS ADVISORS AND/OR EXPERTS, AS MAY BE APPLICABLE, IN CONNECTION WITH ANY EMPLOYMENT OR LABOR LAW COMPLIANCE-RELATED QUESTION OR MATTER OR ANY OTHER COMPLIANCE-RELATED QUESTION OR MATTER. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPLICABILITY OF ANY CMC CONTENT (INCLUDING AS INCLUDED IN ANY PAYSTUB SERVICE REPORT) OR ANY OTHER INFORMATION OR MATERIALS YOU RECEIVE OR MAY BE PROVIDED ACCESS TO VIA THE PLATFORM, ANY SERVICE, OR ANY CMC CONTENT. YOU SHOULD SEEK INDEPENDENT LEGAL COUNSEL AND/OR OTHER PROFESSIONAL ADVICE AS NEEDED.

11.3 DISCLAIMER OF WARRANTIES.

THE PLATFORM, ALL SERVICES, ALL CMC CONTENT, OR ANY PORTION THEREOF, OR ANY OTHER INFORMATION, MATERIALS, PROPERTY, AND/OR RIGHTS GRANTED OR PROVIDED TO YOU BY CMC ARE PROVIDED TO YOU ON AN "AS IS" AND "AT YOUR OWN RISK" BASIS. EXCEPT AND SOLELY TO THE EXTENT EXPRESSLY STATED OTHERWISE IN THESE TERMS, CMC AND ITS VENDORS, SUPPLIERS AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM, ANY SERVICE, OR ANY CMC CONTENT, EITHER EXPRESS OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CMC DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO ACCURACY, SERVICE AVAILABILITY, COMPLETENESS, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, VIRUS-FREE STATUS, RESULTS TO BE OBTAINED FROM USE, OR NON-INFRINGEMENT IN CONNECTION WITH THE PLATFORM, ANY SERVICE, ANY CMC CONTENT, ANY TRANSACTION OCCURRING ON OR THROUGH THE PLATFORM. ACCESS AND USE OF THE PLATFORM, ANY SERVICE, OR ANY CMC CONTENT MAY BE UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE, OR FOR OTHER REASONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. PLEASE NOTE THAT THE DISCLAIMERS IN THIS SECTION ARE MADE IN ADDITION TO, NOT INSTEAD OF, ANY OTHER DISCLAIMERS THAT MAY BE INCLUDED IN THESE TERMS.

11.4 LIMITATIONS OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CMC BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE ACCESS OR USE OF, OR THE LOSS OF USE OR OTHER INABILITY TO ACCESS OR USE, THE PLATFORM, ANY SERVICE, ANY CMC CONTENT, OR ANY PORTION THEREOF, ANY USER CONTENT, OR ANY TRANSACTION ENTERED INTO ON OR THROUGH THE PLATFORM INCLUDING TO THE EXTENT THAT MAY HAVE OCCURRED AS A RESULT OF ANY ACTIONS OR OMMISSIONS BY US OR ANY OF OUR VENDORS, SERVICE PROVIDERS, PARTNERS, LICENSORS, OR LICENSEES, INACCURATE RESULTS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DAMAGES STEMMING FROM LOSS, CORRUPTION OF DATA, VIRUSES, OR DATA BEING RENDERED INACCURATE, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SERVICES OR CLAIMS BY THIRD PARTIES FOR ANY DAMAGE TO ANY COMPUTERS, TECHNLOGY SOFTWARE, HARDWARE, OTHER EQUIPMENT, OR OTHER PROPERTY, EVEN IF CMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CMC'S LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE HIGHER OF (A) THE TOTAL AMOUNT PAID, IF ANY, BY YOU TO CMC FOR ANY SERVICES AND CMC CONTENT IN THE TWELVE (12) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY OR (B) ONE HUNDRED DOLLARS ($100.00). THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon disclaimers and limitations set above in this Section 12.5, which allocate risk between us and form the basis of a bargain between the parties.

12. Indemnification Of CMC.

You agree to defend, indemnify and hold harmless CMC, its affiliates, and its and their directors, managers, managing members, officers, employees, contractors, agents, suppliers, licensors, successors and assigns (collectively, the "CMC Parties"), from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including attorneys' fees, arising out of or relating to your access or use of the Platform, any Service, any CMC Content, your provision of any User Content to us, and CMC's or CMC's licensees' use of any such User Content provided such is done in accordance with these Terms (including the Privacy Policy), any false representation made to us (as part of these Terms or otherwise), your breach of any of these Terms, or any claim that the Platform, any Services or any CMC Content that we provide to you is inaccurate, inappropriate or defective in any way whatsoever.

13. Modifying and Discontinuing the Platform, any Services, any CMC Content, or any Descriptions Thereof.

We may change or discontinue the Platform, any Services, any CMC Content, or any portion thereof, or your ability to enter into any particular transactions on or through the Platform, at any time and without notice, at our sole discretion, for any purpose, including to make improvements, address technical needs, and help prevent damage, injury, or disruption to the Platform, any Services, or any CMC Content, or any individual or legal entity with the right to access or use the Platform, any Services, or any CMC Content or any portion thereof. You also have the right to stop using the Platform, any Services, or any CMC Content or any portion thereof at any time. To the extent permitted by applicable laws, we are not responsible for any loss or harm related to your inability to access or use the Platform, any Services, or any CMC Content or any portion thereof.

Likewise, CMC may at any time, in our sole discretion, and without further notice, change any and all descriptions, images, references, features, content, specifications, and (if applicable) prices for any Services or CMC Content made available on or through the Platform. Certain descriptions of the Services, the CMC Content, or portions thereof, may be approximate and, in such cases, are provided for convenience purposes only. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, and use of any Services or CMC Content. CMC reserves the right, with or without prior notice, to (i) limit the available quantity of or discontinue any particular Service or CMC Content; and/or (ii) refuse to provide you with some or all Services or CMC Content.

14. Terminating Your Access and Use.

We reserve the right to terminate your access and use of the Platform, any Services, or any CMC Content or any portion thereof immediately at any time, for any reason, and, at such time, you will have no further right to use the Platform, such Services, and/or such CMC Content (or the applicable portion thereof). You may terminate your agreement with CMC formed by these Terms at any time by following the instructions available on or through the Platform.

The Terms shall survive any termination of the agreement formed between you and CMC by these Terms and/or the termination your right to use the Platform, the Services, and the CMC Content in their entirety; provided, however, that any license or right you have to use the Platform, any Services or any CMC Content is terminated (regardless of what reason, if any, or whether by CMC or you), we will no longer have any obligation we might otherwise have pursuant to these Terms to notify you of any modification of these Terms.

15. Changes to these Terms.

We may make changes to these Terms by notifying you of the changes, including by posting the revised Terms on the Platform or by email if, in the event the Platform provides you with the ability to supply us with an email address that we can keep on file, you have provided us with such an email address. Except as specified in Section 18, disputes arising under these Terms will be resolved in accordance with the version of these Terms in place at the time the dispute arose. Unless we indicate otherwise in our notice, your use of the Platform, any Services, or any CMC Content following the effective date of any changes to these Terms will constitute your acceptance of such changes. If you do not agree to any such updated Terms, you should immediately stop any use of the Platform, any Services, and any CMC Content.

Except as set forth in Section 16.1, the agreement between you and us formed by these Terms may not be otherwise amended except as expressly agreed to in writing and executed by CMC and you.

16. Governing Law and Jurisdiction.

All disputes, claims, or controversies related to any CMC Matters are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

Subject to Section 18 (Dispute Resolution & Arbitration), all judicial proceedings relating to, connected with, or arising out of any CMC Matters shall be subject to the exclusive jurisdiction of the state or federal courts sitting in the County of New York, State of New York. Both you and CMC hereby consent to the personal jurisdiction of the state and federal courts sitting in the County of New York, State of New York., and waive any objections to venue in those courts.

17. Dispute Resolution & Arbitration

EXCEPT AS EXPRESSLY STATED ELSEWHERE IN THESE TERMS, ANY DISPUTE OR CLAIM RELATING TO ANY CMC MATTERS SHALL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS ACCORDING TO THIS SECTION.

Prior to initiating any arbitration, the party seeking arbitration ("Claimant") must first send a written notice of claim ("Claim Notice") to the other party ("Respondent") by email, by internationally recognized courier service (e.g., FedEx or UPS), or by USPS Certified Mail. This Claim Notice must contain the Claimant's name, address, and contact information; the identity of counsel (if any); the nature and basis of the claim; and the specific relief sought. Within thirty (30) days of receipt of the Claim Notice, the parties shall engage in at least one good-faith settlement conference by telephone or video conference. An individual party must be personally present at this settlement conference, and a legal entity party must be present at this settlement conference through an officer, director, consultant, or employee with settlement authority, though both parties may bring counsel as well. Arbitration shall be initiated only if no settlement can be reached at this settlement conference.

The arbitration shall be conducted by a single arbitrator and administered by the American Arbitration Association ("AAA") according to its Consumer Arbitration Rules, Procedures for the Resolution of Disputes Through Document Submission, Consumer Fee Schedule, and Supplementary Rules for Multiple Case Filings ("AAA Rules"), and the provisions of this section. Where they conflict, the provisions of this section shall take precedence over any AAA Rules. If the AAA is unavailable to conduct an arbitration, the parties shall arbitrate through another mutually agreed-upon organization or on an ad hoc basis according to the rules in this section. The arbitration shall be conducted in the English language.

If a claim is within the jurisdiction of a small claims court, either party may choose to have the case heard in the small claims court on an individual basis, instead of arbitration.

If twenty-five (25) or more similar Demands for Arbitration are filed against or on behalf of the same party or related parties, and if representation of the parties is consistent or coordinated across the cases, then the AAA's Supplementary Rules for Multiple Case Filings shall apply. Counsel filing twenty-five (25) or more similar Demands for Arbitration against CMC must comply with the AAA's Filing Requirements for Multiple Case Filings. There shall be no class or collective arbitration, or joinder of claims, except as provided for in the AAA's Supplementary Rules for Multiple Case Filings.

If you do not want to arbitrate disputes with CMC and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@CheckMyChecks.com within 30 days of the day you first access or use the Services.

Notwithstanding the above or Section 17.2, either party may apply for and obtain non-monetary, injunctive remedies or urgent relief in any court of proper jurisdiction without engaging in any arbitration or informal dispute resolution process, and not solely in the federal and state courts located in the County of New York, State of New York.

18. Miscellaneous.

18.1 Entire Agreement.

These Terms (including all Additional Terms) constitute the entire agreement between CMC and you concerning the subject matter hereof. In the event that any of the Terms are held by an arbitrator, court, or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. A waiver by CMC or you of any provision of these Terms or any breach thereof, in any one instance, will not waive such provision or any subsequent breach thereof. CMC may assign its rights or obligations under these Terms without condition.

18.2 Severability.

If any provision or part of a provision of these Terms is held unlawful, invalid, or unenforceable, that provision or part of the provision will be enforced to the maximum extent permissible and is deemed severable from these Terms, and the other provisions of these Terms will remain in full force and effect.

18.3 Waiver and Amendments.

Our failure to act on or enforce any of these Terms will not be construed as a waiver of that Term or any other Term. No waiver will be effective against us unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.

18.4 No Third-Party Beneficiaries.

Other than the rights and remedies available to the CMC Parties as set forth in Section 13 (Indemnification) above, these Terms do not and are not intended to confer any rights or remedies upon any legal or natural person other than those parties specifically identified in these Terms.

18.5 Force Majeure.

CMC shall be liable for any failure to perform or delay in performance of its obligations under this Agreement if such failure or delay results from events beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, pandemics, epidemics, war, terrorism, civil disorder, labor strikes (other than by the affected party's own employees), governmental actions, or any law or regulation, or other similar events.

18.6 Assignment.

Any agreement that you are a party to as a result of these Terms is personal to you and is not assignable, transferable, or sublicensable by you except with CMC's prior written consent. CMC may assign or delegate the agreement formed between CMC and you by these Terms, and any of its rights or obligations hereunder, in its sole discretion, and any such agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. No agency, partnership, joint venture, or employment relationship is created as a result of such agreement, and neither you nor CMC has any authority of any kind to bind the other in any respect. These Terms will be binding upon and will inure to the benefit of CMC and you, and CMC's and your respective successors and permitted assigns.

18.7 Interpretation.

Whenever the words "include", "includes" or "including" are used in these Terms, they shall be deemed to be followed by the words "without limitation". The definitions contained in these Terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. When reference is made to a Section, the reference is to a Section of these Terms unless otherwise indicated. Headings contained in these Terms are included for convenience of reference only and shall not affect in any way the meaning or interpretation of these Terms. The words "hereof", "herein", and "hereunder" and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular provision of these Terms. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any legal or natural person include the successors and permitted assigns of such person. If an ambiguity or question of intent or interpretation arises, these Terms must be construed as if it is drafted by all the parties to any agreement formed by these Terms, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of these Terms.

18.8 Language.

This agreement was originally written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

18.9 California Resident.

If you are a California resident, in accordance with Cal. Civ. 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.

19. Notice for Claims of Copyright Violations and Agent for Notice.

If you are a copyright owner and have a good faith belief that any material available on or through the Platform infringes upon your copyrights, you may submit a copyright infringement notification to CMC pursuant to the Digital Millennium Copyright Act by providing us with the following information in writing:

an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;

a description of the copyrighted work that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Please consult your legal counsel for further details or see 17 U.S.C. §512(c)(3). CMC's Agent for Notice of claims of copyright infringement can be reached as follows:

By mail: Prospitality, Inc.
696 Centre Road
Staatsburg, NY 12580
Attn: Copyright Agent

email: legal@CheckMyChecks.com

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

20. Counter-Notice Procedure.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to applicable law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

Your physical or electronic signature;

Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and

Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which CMC may be found, and that you will accept service of process from the person who provided notification of the alleged infringement.

20.5 Final Notice Requirement.

If you fail to comply with all of the requirements of this section, your notice may not be valid under the Digital Millennium Copyright Act.