Thangs Terms and Conditions

Services

Purpose

This Agreement sets forth the terms and conditions under which Physna agrees to provide (1) certain hosted “software as a service” (“SaaS” or “Subscription Services”) for an open source software database application called Thangs™ (the Thangs application (“Software”), together with any applicable documentation, and programming and user interfaces for the application, collectively being the “Platform”). By using the Platform, you agree to this Agreement.

The services; access and use license

Subject to the terms and conditions of this Agreement, during the Term, Thangs shall use commercially reasonable efforts to provide user and authorized users access to the Services and the Platform. Thangs may make, in its sole discretion, any changes to the Platform or terms that it deems necessary or useful (i) to maintain or enhance the quality or delivery of the Services, the competitive strength of, or market for, the company's products or services, or the Platform's cost efficiency or performance, or (ii) to comply with applicable law.

Account responsibility

User will be responsible for all uses of any account that user has access to. Thangs is not responsible for any losses, damages, costs, expenses, or claims that result from lost or stolen passwords.

You must be at least 13 years old to use Thangs. You are responsible for your account. When you create an account, you must provide us with accurate information, in good faith, and you agree to keep your information updated if it changes. To create an account or otherwise use Thangs, you must be at least 13 years old and you must also be old enough to consent to the processing of your personal data in your country (in some countries we may allow your parent or guardian to do so on your behalf).

Creator

A creator is someone who creates a page on Thangs to engage with members who purchase memberships or offerings on Thangs. Details below involve payments, fees, taxes, and restrictions that you should read in full if you are a creator.

Creator Page

To become a creator, simply launch your page to start your offering or membership. When you join Thangs, you become part of the Thangs community. You can use creator tools that we provide to, among other things, showcase your creations, engage with the Thangs community, and provide memberships.

On Thangs, you can provide your members something exciting that gives them special benefits they want, including additional access, content, and other engaging community experiences. In turn, you will receive support from your members, and revenue from memberships and offerings that members have purchased on Thangs.

Payments

As a creator, you may make offerings available on Thangs on a one-time basis and may make memberships available on Thangs on an automatically-renewing subscription basis. We try to provide timely access to the funds you've earned on Thangs, but you may occasionally experience delays in accessing these funds. We may also block or withhold access to these funds for violations of our terms or policies or for compliance reasons, including collecting tax reporting information. When this happens, we try to communicate the reason to you promptly. If you have questions about access to funds being blocked or withheld, please reach our support. In order to protect creators, we may block members' payments if we believe them to be fraudulent. Sometimes activities like refunds can put your account balance into the negative. If your balance becomes negative, we reserve the right to recover those funds from future payments.

Fees

As a creator on Thangs, your earnings can come from two distinct types of sales: Subscriptions (Memberships) and One-Time Purchases (Marketplace). Each of these categories has a unique fee structure, reflecting the nature of the transaction and the pricing of the items sold. There are three categories of fees associated with your one-time offerings and paid memberships on Thangs.

• The platform fee, which is calculated as a percentage of successfully processed transactions.
• The payment processing fee, which is calculated as a percentage of successfully processed payments and a flat fee per successfully processed payment and relates to the cost of processing payments from members, including recurring billing, tax calculation, recovering declined payments, and fighting fraud;
• The payout fee, which is a fee for transferring money you've earned on Thangs to your specified payout method and may vary based on your specified payout method; and
• The currency conversion fee, which is calculated as a percentage of successfully processed payments and creator payouts made in a currency other than USD.These are passed through “at cost” from the Thangs payment processor (Stripe).

The monthly designer fee is only applicable when having plans below $10 with paying members. Fee is taken on the first of the month in the month following the first paying member of a sub-$10 plan and ends the first month after the last payment of said plan. There is only one monthly fee taken for all applicable plans based on the lowest-priced plans with paying members.

If a member pays in a currency that is different from the currency associated with their payment instrument, or if that payment is processed in a country different from the one associated with their payment instrument, then the financial institution associated with that payment instrument may charge them a foreign transaction fee for that payment. We are not applying this fee and have no control over it, and do not receive any of the funds from that fee.

Even if a member pays in the same currency as the currency associated with their payment instrument, when a member's payment is processed in a country different from the one associated with their payment instrument, then the financial institution associated with that payment instrument may charge them a foreign transaction fee for that payment. We are not applying this fee, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee, but our choices about payment processing may impact or otherwise give rise to this fee.

Tax

In order to satisfy our tax obligations, our processing partner Stripe collects tax identification information and, in certain circumstances, Thangs reports this information and earnings to tax authorities as legally required. For example, if you are located in the United States or are a United States citizen who has earned $600 or more, Thangs is required to issue you a Form 1099-K at year end. For purposes of Forms 1099-Ks, we treat all creator earnings as earned for the sales of goods or services. You are responsible for reporting any income, withholding, or other earnings-based taxes which may be due as a result of money you've earned on Thangs.

We are additionally responsible for a number of transactional taxes across the world. These include, but are not limited to, Valued Added Tax (“VAT”), Goods and Services Tax (“GST”) and other local service or sales taxes in non-US locations (collectively referred to as “VAT”), as well as state sales tax in the United States. In locales where we are required to collect transaction tax from members, invoices presented to and payments processed from members will include the tier or custom payment amount plus the applicable tax. Applicable tax will be charged in addition to the price of a relevant transaction based upon the benefits that you indicate that you will be offering. Once settled, the tax amount will be automatically deducted, and we will remit directly to the applicable taxing authority.

Restrictions

We don't allow creations and benefits that violate our terms or policies. A high level summary of those rules is that we don't allow:

• illegal creations or benefits;
• creations or benefits that are abusive towards other people;
• creations or benefits that are misleading or deceptive;
• creations or benefits that use others' intellectual property, unless you have written permission to use it, or your use is protected as fair use; or
• creations or benefits with real people engaging in sexual acts.

If your fans include people under the age of 18, then please remind them that they need their parent's or legal guardian's permission to purchase an offering or membership subscription on Thangs, and that those under the age of 13 cannot use Thangs. We are not required to allow any particular person or group of persons to access an offering, be a member or otherwise access Thangs services.

As a creator, you are also responsible for keeping member data safe. You agree to our Data Processing Agreement.

An account is tied to your creative output and cannot be sold or transferred for use by another creator.

We are constantly experimenting with product features to make Thangs better and may add, remove, or test features with a subset of creators. Access to these features is not guaranteed and may not be subject to your control. Instead, we may enable and disable these early-access, beta, or test features at our sole discretion.

Member

As a member, you're supporting a creator and may receive special benefits like shoutouts, exclusive creations, or merchandise. You pay an automatically-renewing subscription basis as specified; Thangs is the billing entity that is associated with this charge.

Each type of paid subscription automatically renews monthly or annually (for annual memberships) until you cancel via your membership settings. If your subscription includes a free trial, then, unless you cancel via your membership settings before your free trial ends, you will be charged for the first time after the specified free trial period ends and you'll start an automatically renewing paid subscription on Thangs of the type you selected. Your recurring charge date may be earlier than the date you first subscribed for reasons including, for example, differences between your timezone and the timezone in which our billing systems operate and your most recent previous charge date being earlier due to variances in the length of months. The amount you are charged for a membership subscription may increase with notice to you. This enables creators to, for example, adjust membership prices to account for increased costs, new or different benefits, or other changed circumstances, just like any other business. Similarly, this enables Thangs to, for example, account for new currency exchange rates by refreshing the conversion rate applied when a member pays in a currency different than the one chosen by the creator. Thangs does not control the foreign exchange rates applied or applicable tax that you may be charged and this amount may increase without notice to you.

You may cancel your free trial or recurring payments at any time, as described above. For monthly and annual memberships, canceling or lowering the tier support of your membership will impact your next recurring charge. Annual memberships (when available) may be canceled or increased, but not lowered, and increasing your payment to a higher tier level in an annual membership will go into effect in the current payment term. When you increase your payment during the current payment term, you may be credited for any payment already made in that term. For example, if you upgrade from a $10 monthly membership to a $15 monthly membership, then the amount you already paid for that particular month may be credited toward that membership in the same billing period.

Canceling your membership or lowering the tier support below the applicable threshold may result in your loss of access to membership subscription benefits, including a creator's member-only posts and other benefits. You may also lose access to membership subscription benefits if your payment method fails, we terminate your account, the creator blocks you, the creator stops making a membership available on Thangs, the creator deletes their Thangs account, or we remove the creator from Thangs. We are not required to allow you to be a member of or to otherwise interact with any particular creator.

Membership subscriptions vary and we have limited control over the quality and specific benefits. We attempt to screen for fraudulent creator pages, but cannot guarantee the identity of creators or the validity of any claims they make.

If you are located in a jurisdiction in which Thangs is required to charge and collect tax, for example VAT or sales tax, then this tax is added to the total charge. Except in limited circumstances, this tax is shown to you when purchasing an offering or starting a paid subscription. Thangs remits all tax collected to the applicable taxing authority. As tax is largely dependent on your location, you agree to keep your location complete and up to date in order to enable accurate collection of taxes.

If you pay in a currency that is different from the currency associated with your payment instrument, then the financial institution associated with that payment instrument may charge you a foreign transaction fee for that payment. We are not applying this fee and have no control over it, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee.

Even if you pay in the same currency as the currency associated with your payment instrument, when your payment is processed in a country different from the one associated with your payment instrument, then the financial institution associated with that payment instrument may charge you a foreign transaction fee for that payment. We are not applying this fee, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee, but our choices about payment processing may impact or otherwise give rise to this fee.

We are constantly experimenting with product features to make Thangs better and may add, remove, or change features, or test features with a subset of members. Access to these features is not guaranteed and may not be subject to your control. Instead, we may enable and disable these early-access, beta, or test features at our sole discretion.

Refunds. Our policy is not to provide refunds, though we will allow for some exceptions where refunds are granted at our sole discretion.

Information Shared with Creators. By subscribing, purchasing a membership or offering on Thangs that is offered by a creator, or otherwise engaging with or becoming a Member of a creator, you agree to share personal data with that creator that may include:

• your email address;
• your other public Thangs profile information, including your username and avatar image;
• all information about your membership, including amount and start date but not your payment card information or billing details; and
• some aggregated data about how you use Thangs

We may solicit your participation in surveys related to particular creators on Thangs. For example, when you subscribe and/or make a purchase on Thangs or when you cancel a subscription, you may be asked to optionally take a survey about that choice. If you choose to participate in that survey, then you agree that your responses, which may include your personal data like full name and email address, will be shared with the associated creator.

When you use Thangs to send a message to another user, including a creator, the contents of that message will be shared with the recipients you select.

Thangs maintains a Data Processing Agreement governing how creators are permitted to process the information that is shared with them. We refer to this as the Creator Privacy Agreement, which details a creator's promise to protect the privacy of their Members during and beyond their Thangs relationship.

As part of offering and operating a creator page and/or membership on Thangs, a creator may use one or more third-party services. These third parties may, for example, host creations or help deliver benefits. Accordingly, creators may share personal data with such third-party services and/or enable Members to elect to share personal data with such third-party services in order to receive offerings or membership benefits or otherwise participate in a membership or related event.

Thangs Affiliate Program

Any person or entity that participates or attempts to participate in our affiliate marketing program (the “Affiliate Program” and such person or entity, “you”) must accept the terms set out in this document without change. By registering for or using the Affiliate Program, you agree to this Agreement.

Description of the Affiliate Program

The Affiliate Program permits you to monetize your website or social media user-generated content by placing on your Site special links to Thangs (“Affiliate Links”) that identify your contribution to subsequent qualifying sales (“Qualifying Purchases”). The links must properly use the special link formats we provide to comply with this Agreement (“Affiliate Links”). Qualifying Purchases associated with your Affiliate Links are accrued per each calendar month (“Qualifying Period”) and are used to determine earnings (“Affiliate Earnings”) as set forth below. Unless otherwise stated, Affiliate Earnings are reset upon the start of a new period, regardless of whether the minimum earnings threshold has been reached.

Qualifying Purchases

A Qualifying Purchase is deemed as any Thangs Membership purchase where all of the following are true:

(i) a customer other than the Affiliate has entered the Thangs site by interacting with your Affiliate Link

(ii) the customer has purchased said Thangs Membership within a single session, which is measured as beginning when the customer has entered the Thangs site via Affiliate Link and ending when the customer completes their browser session (by exiting the browser tab or window) or by any action such that the user’s session information is erased

(iii) the purchased Thangs Membership does not result in you receiving compensation for such sale outside of the terms and conditions set in this Agreement through the Thangs Affiliate Program, including but not limited to (a) direct attribution of the Thangs Membership to your account, (b) outside partnerships involving compensation, or (c) any pre-existing contracts that overrule this program

(iv) the purchased Thangs Membership is not disqualified for any reason, such as but not limited to (a) breach of Agreement or (b) special provisions, programs, or agreements

For each qualifying purchase, either within a single session or across multiple sessions and customers, the total sale value (“TSV”) of the purchase will be accredited to your participation in the Affiliate Program and count towards the earnings thresholds for the Qualifying Period in which the purchase was made, where TSV is calculated as the MSRP of the purchase, deducting any applied discounts used for the transaction (eg. Customer A purchases a $10 membership and pays $10.60 after taxes and surcharges, resulting in a TSV of $10; Customer B purchases a $10 membership with a 50% discount and pays $5.30 after taxes surcharges and discount, resulting in a TSV of $5).

Affiliate Earnings

Within each Qualifying Period, the TSV of all Qualifying Purchases is summed for the period, and that value (“Qualified Earnings”) is used in determining the Affiliate Earnings for that period using the active Affiliate Earning Tiers.

To qualify for a given tier, you must reach a minimum amount of Qualified Earnings (“Minimum Qualified Earnings” or “(MQE)”) to receive the flat payout amount. All monetary amounts are expressed and calculated in United States Dollars (“USD”). If your Qualified Earnings exceed the minimum for the tier but do not exceed the next tier, the payout amount remains the same. You can only qualify for one tier at a time. Failure to meet the Minimum Qualified Earnings of the lowest earnings tier will result in no payout for that period.

We reserve the right to add, remove, adjust, or replace earning tiers, requirements, and terms of the Affiliate Program over the lifetime of the Affiliate Program. Changes to the Affiliate Earnings Tiers will be subject to the same terms as other changes to this Agreement. Your continued participation in the Affiliate Program following the effective date of such change will constitute your acceptance of the modifications.

Introductory Period Affiliate Earnings Tiers

Example Scenarios

Affiliate A sells 2 Thangs Memberships within a qualifying period for a total MQE of $15. Affiliate A will not receive a payout.

Affiliate B sells 20 Thangs Memberships within a qualifying period for a total MQE of $500. Affiliate B will receive a payout of $200.

Affiliate C sells 400 Thangs Memberships within a qualifying period for a total MQE of $11,000. Affiliate C will receive a payout of $7,500.

Receiving Affiliate Earnings

In order to receive Affiliate Earnings, you must set up an account (“Connect Account”) through Thangs with our payment provider, Stripe. Payments made through Stripe are limited to a set of countries which therefore limits eligibility for participating in the Affiliate Program. It is your responsibility to ensure that information in your Connect Account is accurate in order to facilitate payouts and that your activity is allowed and compliant with any laws and regulations applicable to you. Failure to comply with these terms may constitute a breach of Agreement and we reserve the right to proceed with termination of the Agreement.

Any taxes and related obligations relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates may be subject to taxes for your residential jurisdiction or processing fees incurred by our payment processor, Stripe, and may be taken at time of payout or on subsequent payouts in order to satisfy any fiduciary obligations.

Qualifying Period

Earnings are accrued and calculated against each calendar month, where a period starts on the 1st of each month and ends on the first of the subsequent month as determined in the Eastern Timezone. At the end of each period, earnings are tallied against the active Affiliate Tier payout tiers and sent accordingly. Failure to meet the minimum threshold of the lowest-earnings tier will result in no payout for that period. Upon period close, any earnings accrued are reset for the following period.

If for any reason a payout of Affiliate Earnings is not possible due to insufficient payout information or noncompliance with this Agreement, you are responsible for rectifying your account information within the period following the closed period, after which we reserve the right to retain any Affiliate Earnings from the affected month.

Operating as a Thangs Affiliate

Identifying yourself as a Thangs Affiliate

You must clearly and prominently state the following, or any similar statement, on your Site or any other location where Thangs may authorize your display or other use of Program Content: “As a Thangs Affiliate I earn from qualifying purchases.” You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

Terms and Compliance

You must comply with this Agreement to participate in the Affiliate Program and receive commission income. Violations of this Agreement or violation of applicable terms and laws render you subject to temporary suspension or permanent ban from the Affiliate Program and from the Site at our discretion, and we reserve the right to cease payment any and all commission income otherwise payable to you under this Agreement. We may monitor, record, and use information about your Site and users of your Site in connection with your display of Affiliate Links in order to verify compliance with the Agreement. Information gathered will be used in accordance with the existing information Privacy Policy that governs all information on Thangs. You acknowledge and agree that our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you will not attempt to or direct others to circumvent any terms of the Agreement or commit fraudulent activity in order to increase material earnings, (d) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (e) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (f) the information you provide in connection with the Associates Program is accurate and complete at all times. You can update your information by logging into your account on Thangs and selecting “Settings”.

Any information relating to Thangs or any of its affiliates that we provide or make accessible to you in connection with the Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is Thangs’s “Confidential Information” and are subject to the Proprietary rights clause of this agreement.

We do not make any representation, warranty, or covenant regarding the amount of traffic or commission income you can expect at any time in connection with the Affiliate Program, and we will not be liable for any actions you undertake based on your expectations.

Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination and the effective date of such termination which may be immediately or following the notice. You can provide termination notice by written correspondence to our support. Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

Account deletion

You can permanently delete your account at any time by going to your settings page.

We can terminate or suspend your account at any time at our sole discretion. We can also cancel any membership subscriptions and remove any descriptions, posts, offerings, or benefits at our sole discretion. You may not bring a claim against us for suspending or terminating another person's account, and you agree you will not bring such a claim. If you try to bring such a claim, you are responsible for the damages caused, including attorneys' fees and costs. These terms remain in effect even if you no longer have an account.

Additional Responsibilities

User shall be responsible for obtaining all intellectual property rights necessary to work with and create 3D Models using the Platform.

Prohibited behavior

User shall not, and shall not permit any Authorized Users or any other party to, engage in, solicit, or promote any activity that is illegal, violates the rights of others, or could subject Thangs to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of Thangs or third party accounts, data, computers, systems or networks, including the introduction of viruses or similar harmful code via the Platform or the Software; (ii) interference with others' usage of the Services or any system or network, including mail bombing, flooding, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including scraping, phishing, scamming, spidering, and harvesting; (iv) use of any false, misleading or deceptive header information in an e-mail or a posting; (v) distribution of advertisement delivery software unless (1) the recipient affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (2) the software is easily removable by use of standard tools for such purpose included on major operating systems; (vi) infringement, misappropriation or other violation of any patent, trademark, copyright or other intellectual property or proprietary right; (vii) collection, storage, publication, transmission, viewing or other use of any content that, in Thang's opinion, (1) is obscene, (2) constitutes or promotes child pornography, (3) is excessively violent, incites or threatens violence, or contains harassing content or hate speech, (4) is illegal, (5) is defamatory or violates a person's privacy, or (6) creates a safety or health risk to an individual or the public; (viii) any other activity that places Thangs in the position of fostering, or having liability for, illegal activity in any jurisdiction; (ix) any activity that violates the acceptable use policy or similar set of terms of any third party service providers for third party services that have been made available to user; or (x) attempting to probe, scan, penetrate or test the vulnerability of a Thangs system or network or to breach Thangs security or authentication measures, whether by passive or intrusive techniques. Thangs may suspend the provision of Services to user at our sole discretion.

Proprietary rights

User acknowledges that the Platform itself constitutes commercially copyrighted works protected by federal and international copyright laws and are owned by or licensed to Thangs. The Platform and all versions of the Software shall remain the sole property of Thangs. User will not, and will not permit or encourage any third party to, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or the Software, documentation or data related to the Platform; (ii) modify, translate, or create derivative works based on the Platform or the Software; (iii) use the Platform or the Software for timesharing or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices; or (v) use the Platform or the Software in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with the Platform or the Software. User acknowledges that the Services, the Software, and the Platform are confidential information of Thangs.

User compliance

User shall use, and will ensure that all Authorized Users use, the Platform, the Software, and the Services in full compliance with this Agreement, Thangs terms of use, and all applicable laws and regulations. User represents and warrants that it has accessed and reviewed all such terms of use and agrees to comply with them. Thangs may suspend user's account and access to the Platform and performance of the Services at any time and without notice if Thangs believes that user is in violation of this Agreement. Although Thangs has no obligation to monitor user's use of the Platform, Thangs may do so and may prohibit any use it believes may be (or alleged to be) in violation of this Agreement.

Indemnities and Liabilities

Indemnification by user

User shall indemnify and hold Thangs harmless from any (1) claims resulting from user's use of the Platform, except where such claims arise from Thangs gross negligence or willful misconduct and (2) claims alleging that any materials made available by user on or in connection with the Platform, or user's modification or use of any materials acquired from or in connection with the Platform, infringe or otherwise violate a third party's copyright, patent, trademark, intellectual property, or other rights.

Exclusion of liability

Thangs shall not be liable for any damages arising out of or caused in whole or part by any errors or omissions in any data, content, or other information provided through the platform or by delays or interruptions in the availability or operations of the Platform, and the aggregate liability of Thangs and its employees, officers, directors, agents, and affiliates arising out of or related to this Agreement or the Platform is limited to the amount you paid to Thangs in connection with the Platform.

Miscellaneous

This agreement is entered into and between Physna, Inc., (parent company of Thangs.com), a Delaware corporation with a place of business at 30 West Third Street, Fifth Floor, Cincinnati, Ohio 45202 (“Physna”), and the user.

Export regulation

The Software may be subject to United States export control laws, including the United States Export Administration Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User shall comply with all applicable federal laws, rules, and regulations, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) before exporting, re-exporting, releasing, or otherwise making the Software available outside the United States.

Choice of law

This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict of laws principles.

Dispute resolution

Any dispute arising under or in connection with this Agreement shall be resolved, if not by the parties themselves or in voluntary mediation, by binding arbitration to be held in Hamilton County, Ohio, USA. If the parties cannot agree upon an arbitrator within 45 days of service of notice of arbitration, then the parties shall submit the dispute to the American Arbitration Association. Regardless of whether the dispute is submitted to the American Arbitration Association, the parties shall confer upon the arbitrator full jurisdiction to adjudicate the dispute via arbitration, shall subject the dispute to resolution under the Association's Commercial Arbitration Rules and the Optional Rules for Emergency Measures of Protection, and shall confer upon the arbitrator(s) full authority to grant any remedy or relief that the arbitrator deems just and equitable and within the scope of this Agreement, including but not limited to injunctive relief, declaratory relief, specific performance of this Agreement, dissolution of the Company, money damages, attorney fees and costs. A dispositive decision or award by the arbitrator(s) shall be final and binding upon the Company and all Members. Judgment upon an award may be entered or enforced in any court of competent jurisdiction.

Provisions severable

The provisions of this Agreement are severable. If any provision is held to be invalid, unenforceable, or void, the remaining provisions shall not as a result be invalidated. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties.

We will, at our discretion, change and update this Agreement from time to time. Any changes are effective immediately upon being made publicly available.