SPOOFCARD
TERMS OF SERVICE

(a)

The Services. These TOS are for the web services located at www.spoofcard.com, and each of their respective subdomains and derivative URLs, and any other software, application, and/or other interactive service provided through those web services that include an authorized link to the TOS (each, and collectively, the “Services”). By registering for and using the restricted features of the Services, you become a “User.” These TOS govern registered Users’ use of any restricted or account-based features; publicly available portions of the Services are governed by Company policies only to the extent expressly stated. We reserve the right, at any time, for any reason, at our sole discretion, and without prior notice to (i) modify, replace, or stop providing; (ii) create usage limits for; or (iii) change, improve, or correct information, materials, and descriptions on or of the Services or any portions of the Services. It is your responsibility and obligation to periodically review the Services for any changes and modifications.

(b)

TOS Subject to Change. We reserve the right to amend the TOS as set out below. Notwithstanding the foregoing, the Company will use commercially reasonable efforts to provide registered Users notice of material changes to the TOS that affect account or privacy terms. Further, where a User is subject to a signed Platform Subscription Services Agreement (a “Platform Subscription Services Agreement”), such Platform Subscription Services Agreement shall govern in the event of a conflict between these TOS and the Platform Subscription Services Agreement (see Section 1(c) below). You agree not to contest the admissibility or enforceability of the Services’ electronically stored copy of the TOS in any proceeding arising out of or related to the TOS. If there is a conflict between two versions of the TOS to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. WE STRONGLY ADVISE YOU TO FREQUENTLY REVIEW THE SERVICES FOR ANY CHANGES AND CONTACT YOUR LEGAL ADVISOR WITH ANY QUESTIONS.

(c)

Ancillary Agreements. Your use of some portions or areas within the Services may be subject to additional specific terms and conditions and/or agreements (that you may be required to agree with affirmatively) between you and us that set out additional, substantive terms, which terms shall govern specific technical use of the Services and/or your relationship with us when you make use of the Services (each an “Ancillary Agreement”). These TOS will continue to apply to you even after agreeing to an Ancillary Agreement. If there is a conflict between these TOS and any of the Company Policies or Ancillary Agreements, these TOS shall take precedence unless expressly stated otherwise in the applicable Company Policy or Ancillary Agreement. Except for those references in this Section 1(c), references to TOS are deemed to be followed by “and/or each of the Company Policies and Ancillary Agreements which are incorporated herein by reference.”

(a)

Use by Minors. The Services are intended solely for use by individuals who are at least 18 years of age. By accessing or using the Services, you represent and warrants that you are at least 18 years old and have the legal capacity to enter into this Agreement. No person under 18 may access or use the Services, create an account, or submit any information through the Services. If we learn that a person under 18 has accessed or used the Services, we may immediately suspend or terminate that person’s access and delete any associated data, without notice and without liability. You are responsible for ensuring that no minor accesses or uses the Services through your account or devices.

(b)

Eligibility to Use the Services. You may access, browse, and use the publicly available portions of the Services without registering as a User, provided that certain features are only accessible to registered Users.

(c)

Service is U.S.-based. Users are not required to be in the United States; however, the Services are controlled and operated from facilities within the United States. We make no representations that the Services are appropriate or available for use in any other country, territory, or jurisdiction. You shall not access the Services from territories where the content, including but not limited to any Services software, design, text, images, photographs, infographics, illustrations, audio clips, video clips, artwork, graphic material, information, materials, alerts, texts, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, and other copyrightable or otherwise legally protectable elements of the Services, and the selection, sequence, “look and feel,” or arrangements of either, and trademarks, service marks, trade names, and/or other information (collectively, “Content”) on the Services are prohibited. In addition, Content found on or through the Services is the property of the Company or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use Content, whether in whole or in part, for commercial purposes or personal gain without our express advance written permission. It is your sole responsibility to be aware of and to observe all applicable laws and regulations of your country, territory, or jurisdiction of residence. You must satisfy yourself before accessing the Services that you are allowed to access the Services under the laws and regulations applicable to you. IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES, YOU USE OR ACCESS OF THE SERVICES SOLELY AT YOUR OWN RISK AND INITIATIVE.

(d)

User Access and Registration.

(i)

Service is U.S.-based. Users are not required to be in the United States; however, the Services are controlled and operated from facilities within the United States. We make no representations that the Services are appropriate or available for use in any other country, territory, or jurisdiction. You shall not access the Services from territories where the content, including but not limited to any Services software, design, text, images, photographs, infographics, illustrations, audio clips, video clips, artwork, graphic material, information, materials, alerts, texts, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, and other copyrightable or otherwise legally protectable elements of the Services, and the selection, sequence, “look and feel,” or arrangements of either, and trademarks, service marks, trade names, and/or other information (collectively, “Content”) on the Services are prohibited. In addition, Content found on or through the Services is the property of the Company or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use Content, whether in whole or in part, for commercial purposes or personal gain without our express advance written permission. It is your sole responsibility to be aware of and to observe all applicable laws and regulations of your country, territory, or jurisdiction of residence. You must satisfy yourself before accessing the Services that you are allowed to access the Services under the laws and regulations applicable to you. IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES, YOU USE OR ACCESS OF THE SERVICES SOLELY AT YOUR OWN RISK AND INITIATIVE.

(ii)

You represent and warrant that all information you have provided or will provide shall be true, accurate, current, and complete. We and our affiliates and agents are entitled to rely upon the information you provide as true, accurate, current, and complete without any independent verification. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be untrue, inaccurate, not current, or incomplete. You shall indemnify, defend, and hold the Company and Company Associates harmless against any Claim arising out of or related to the truth, accuracy, currentness, and completeness of the information you provide. “Company Associates” are any of the Company’s officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers or any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers.

(iii)

We reserve the right, at any time, for any reason, at our sole discretion, and without prior notice, to refuse registration of or cancel any User account. You agree that all information you provide to register with the Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take concerning your information consistent with our Privacy Policy. We reserve the right to remove any Content or terminate, limit, or restrict your access to the Services and/or the licenses granted herein for any reason, at any time, and at our sole discretion. We also have the right to disable any specific login information, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these TOS.

(e)

Additional Features. We may provide you access to certain features or functions that we may offer on the Services. To sign up for or participate in these features or functions, you may be required to provide us with certain information about you in order for us to personalize and/or allow you to use such features and functions. For example, if you purchase any of our services through an ecommerce portion of the Services, in addition to your name and contact information, our payment processing providers or we may also collect and/or maintain your billing address, shipping address, selections, credit card or other payment information, order number, and information about your computer’s internet address and the referring URL from which you may have been referred or directed the Services. The Services may also provide features, functions, and/or services powered by a third-party social media network or another third-party. Please take care when using any third-party service and familiarize yourself with the third-party’s policies and agreements, if any, that govern such use. To learn how we may use the information we collect during the registration process, please read our Privacy Policy. Certain features described elsewhere (Caller-ID, texting, and recording) are limited by geography, User verification status, or purchase tier; these technical limits are outlined in the Acceptable Use Policy and the Company’s Platform Subscription Services Agreements. 

(f)

Communications. By creating an account, you may be offered communications; you may opt out of marketing communications from us by following the unsubscribe link or by emailing us. 

(g)

Fees. Use of the Services or portions of them may be subject to specific fees or charges (each a “Fee”). Any such Fees are subject to the applicable terms of purchase presented to you at the time of payment (each a “Purchase Agreement”). If you are a User who has contracted with us via a Purchase Agreement, you are bound by the restrictions of that agreement with respect to your use of the Services, and you may have certain additional liabilities and restrictions; please see the applicable Purchase Agreement for information regarding such additional restrictions.

(h)

Subscription Plans. We may offer subscription plans with pricing, renewal, and cancellation terms disclosed during sign-up.

(i)

Free Trials. We may offer free trials of our services. The specific terms of any free trial will be disclosed at registration.

(a)

Acceptable Use. The Company’s Acceptable Use Policy (the “AUP”) is incorporated by reference and applies to Registered Users. For clarity, the AUP and this Section 3 are the primary sources of rules governing Caller-ID policy, including forbidden uses (such as illegal uses and attempts to display restricted numbers, such as law enforcement, government, emergency services, or financial institutions), as well as enforcement measures. However, certain features (e.g., enterprise-specific features) may include separate AUP exceptions or additional constraints as outlined in a signed Platform Subscription Services Agreement.

(b)

User Conduct. You are solely responsible and liable for: (x) your use of the Services, including but not limited to your conduct, unauthorized-user conduct, and any conduct that would violate the requirements of the TOS applicable to you; and (y) any use of the Services through your account, whether authorized or unauthorized. In addition:

(i)

Unauthorized Access. You must take reasonable steps to prevent unauthorized access to the Services, including but not limited to protecting your login information. You are solely responsible (1) for maintaining the confidentiality of your login information and (2) for periodically changing your password to maintain security. You shall not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You shall not transfer your account to anyone without obtaining our express written permission first. You acknowledge and agree that you are liable for any damages or losses to the Company and any other User by any use of your account, either authorized or unauthorized. You shall indemnify, defend, and hold the Company and Company Associates harmless against any Claim arising out of or related to your failure to maintain the confidentiality of your password and account.

(ii)

Requirement to Notify of Compromised Account. You must notify us immediately upon discovering any known or suspected unauthorized use of the Services or breach of its security, and you shall use your best efforts to prevent any unauthorized use. If you suspect that unauthorized access to your account or the Services has occurred, including but not limited to concerns that your login information may have been compromised, you must notify us in writing through a secure method (which may not be through your account) at Support@Spoofcard.com as soon as practicable; for enterprise customers, specific breach reporting timeliens (and formats) will be set out in the applicable Platform Subscription Services Agreement. 

(iii)

Compliance with Laws. You acknowledge and agree that you are liable for compliance with all applicable laws, including but not limited to laws governing the protection of personally identifiable information and other laws applicable to the protection of electronic data. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction, as well as any restrictions that you may be subject to by a department of your local government or any state or federal government agency or department, whether within the United States or elsewhere.

(c)

Content Use Limitations. Your use of the Services and their Content, whether supplied by us, any other User, or any other third-party, may only be used for the lawful and intended purposes expressly authorized by us. Any misuse or unauthorized use of the Services, the Content, or other violations of the TOS may violate applicable law, including but not limited to copyright laws (including the Digital Millennium Copyright Act), trademark laws, laws of privacy, laws of publicity, identity theft, and communications statutes and regulations. You agree and authorize the Company to terminate your account and access to the Services at any time with or without notice and report you to the appropriate authorities and/or other interested parties, such as a claimed intellectual property owner, if we become aware of any such misuse or unauthorized use.

(d)

Linking to the Services and Social Media Features.

(i)

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You may link in a manner that suggests association, approval, or endorsement only with the Company’s prior written consent. 

(ii)

The Services may provide certain social media features that enable you to: (1) link from your own or certain third-party webServices to certain content on the Services; (2) send emails or other communications with certain content, or links to specific content, on the Services; and (3) cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party webServices ((1), (2), and (3), collectively, “Social Media Features”).

(iii)

You may use the Social Media Features solely as they are provided by us and solely with respect to the content they are displayed with. However, unless explicitly allowed via your use of the Social Media Features as provided by us, you must not: (1) establish a link from any website that you do not own; (2) cause the Services or portions of the Services to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (3) link to any part of the Services other than the homepage; or (4) otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these TOS. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

(iv)

We may disable all or any Social Media Features and any links at any time without notice at our discretion.

(e)

Caller-ID, Number-Masking & User Verification. 

(i)

User Tiers/ Caller-ID Behavior. Users are assigned a trust tier based on Company verification and fraud-prevention screening. Trusted / Verified Users may be permitted to select a broader set of display numbers consistent with Company policies; Less-Trusted Users may be limited to Company-owned numbers or verified numbers only. The Company reserves the right to restrict or block the display of numbers that the Company deems to pose an unacceptable public safety, fraud, or compliance risk (for example, law enforcement, emergency services, government numbers, or numbers associated with financial institutions).

(ii)

Verification. The Company may offer number verification for Users (by SMS/call code or other methods). Verified numbers may receive improved deliverability under industry frameworks, such as STIR/SHAKEN. However, verification does not guarantee lawful or permitted use.

(iii)

Prohibited Displayed Numbers/Enforcement. Users must not display or attempt to display numbers that identify emergency services, banks, law enforcement, or any number where display would be illegal or would create a risk of fraud. The company reserves the right to suspend or terminate accounts that violate these rules.

(iv)

Enterprise Exceptions. Platform Subscription Services Agreements may carve out enterprise-specific caller-ID allowances (for example, white-label/CRM integrations) provided the Company and the enterprise have agreed to specific mitigations, verification steps, and vendor warranties.

(a)

We may use third-party service providers to monitor and analyze the use of our Service, including but not limited to Google Analytics and Firebase. These tools help us track user interactions, improve service functionality, and enhance the effectiveness of our advertising. Specifically:

(i)

Google Analytics tracks and reports website traffic, user behavior, and engagement metrics. Google may use collected data to personalize ads within its own advertising network. Learn more at Google’s Privacy Policy (https://policies.google.com/privacy/embedded?hl=en-US).

(ii)

Firebase is Google’s all in one platform for building mobile and web apps. It offers a broad set of tools and services that let developers create, run, and grow applications fast without having to build or maintain much of their own backend. As a Backend as a Service, it handles core server side functions so developers can concentrate on the frontend and the user experience. Learn more at Google’s Privacy Policy (https://policies.google.com/privacy/embedded?hl=en-US).

(b)

For additional details on how these third-party tools collect, use, and share data, as well as options for managing your preferences, please refer to the Privacy Policy.

(a)

Effective Date. These TOS shall be effective as of the latter of (1) the date on which you first registered to use the Services and, by so accessing or using, accepted these TOS, or (2) the date following your first access or registered user or account based use of the Services after which we posted Updated TOS to the Services as recorded at the top of these TOS.

(b)

Suspension. We may permanently or temporarily terminate or suspend your access to the Services, for any reason or no reason, at our sole discretion, with or without notice or liability, including but not limited to whether, at our sole discretion, we determine that you violated any provision of the TOS. For Enterprise customers, suspension/termination, and their effects (including data deletion, data escrow, and transition assistance) will be handled as outlined in the Platform Subscription Services Agreement. You agree that neither the Company nor any of its subsidiaries or affiliates shall be liable to you or any third party for any such modification, suspension, or discontinuance. You shall indemnify, defend, and hold the Company and Company Associates harmless against any Claim arising from or related to such suspension or termination.

(c)

Effects of Termination. Upon termination of the TOS or your access to the Services, for any reason or no reason, you will continue to be bound by each of the terms in the TOS, which terms, by their nature, should survive termination, including but not limited to ownership provisions, intellectual property, warranty disclaimers, indemnification, limitations of liability, dispute resolution, and any other provision that must survive to fulfill its essential purpose.

(a)

Our Property. All Content on the Services is either our property or used with permission, and you recognize that the Services, their Content, and all their components are protected by copyright and other laws. We retain all rights, title, and interest (“Rights”) in and to the Services, including but not limited to all software used to provide the Services, all logos, and all trademarks reproduced through the Services, and these TOS do not grant you any intellectual property rights in the Services or any of its components. The (registered and unregistered) trademarks, logos, and/or slogans displayed on the Services, including but not limited to the mark “SpoofCard” (collectively “Trademarks”), are owned by us and/or others. You shall not construe anything on the Services as granting any license or right to use Trademarks without our express written permission or the express written permission of the third-party owner of the applicable Trademarks. Your misuse of Trademarks or any other Content on the Services, except as provided in the TOS, is strictly prohibited. We will aggressively enforce our intellectual property rights to the fullest extent of the law.

(b)

Licenses.

(i)

Limited License to Users. We grant you a limited, revocable, non-exclusive, non-transferable license to view, copy, and print Content on the Services for personal, non-commercial purposes.

(ii)

Limited License to Search Engines. We grant the operators of public search engines a limited, non-exclusive, non-transferable license to copy materials from publicly available areas of the Services solely for creating publicly available, searchable indices of the Services. You may not use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services. In addition, you must respect any robots.txt protocols and exclusions.

(a)

We take great care and pride in creating the Services. We continuously search for technical glitches that affect how the Services function, and upon identifying them, we will resolve them. Unfortunately, we cannot guarantee that the Services will work on every device, and some glitches beyond our control may occur, which could affect your experience with the Services. If you experience any unusual behavior, content, or ads on the Services, it may result from Malware on your computer. “Malware” means a broad classification of a form of software that is or may be installed on a computer system with malicious intentions, usually without the owner’s knowledge or permission, and may include computer viruses, key loggers, malicious content, rogue programs, and Trojan horses, among other malicious software. We continuously work to ensure that the Services are working properly and use commercially available means to maintain the Services free from any Malware. Please take precautions to clean and protect your device and to monitor and prevent installations of Malware on your computer system. We are not and will not be responsible for the effects of any third-party software, including Malware, on your device.

(a)

Third-Party Links. The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere appurtenant to the Services or any other form of link or re-direction of your connection to, with, or through the Services (each a “Third-Party Link”) does not constitute an endorsement by, nor does it incur any obligation, responsibility, or liability on our part, or on the part of any of our successors and assigns, or Company Associates. We do not verify, endorse, or have any responsibility for any such third-party Services, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, even if our logos or sponsorship identification is on the third-party site as part of a co-branding or promotional arrangement. If any third-party site obtains or collects personal information or other information from you, in no event shall we assume or have any responsibility or liability. Your correspondence or business dealings with, or participation in promotions of, third-party service providers and advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party service provider or advertiser, as the case may be. You agree that, to the fullest extent permissible pursuant to applicable law, the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party service providers and advertisers on the Services. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY LINKS, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY LINKS OR AVAILABLE THROUGH THIRD-PARTY LINKS, IS SOLELY AT YOUR OWN RISK AND DISCRETION.

(a)

Notification.

(i)

Notification to You. You acknowledge and agree (1) that we may send communications to you verbally or via any mailing address, email, telephone, or facsimile number provided by you to us through your account; (2) to notify us of any changes in your address or contact details; (3) that all communications will be deemed delivered to you when we send them and not when you receive them; (4) that we may provide notifications, including those regarding modifications to the TOS, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Services, as determined by us at our sole discretion; and (5) that you may opt-out of certain means of notification as described in the TOS; provided, however, that we are not responsible for any automatic filtering or blocking you or your network provider may apply, including but not limited to email notifications we send to the email address provided to us or via settings or options you may choose in your browser.

(ii)

Notification to Us. You shall send notices pursuant to the TOS (1) by mail to SpoofCard LLC 11205 Lebanon Road, Unit #364, Mt. Juliet, TN 37122, Attn: Legal or (2) by email to legal@Spoofcard.com or to such other addresses as we may provide to you through the TOS or other means of communication in the future. We will deem notices received by us upon the earlier of (x) actual receipt or delivery in person, (y) by certified mail return receipt requested, or (z) by email once you have received written confirmation of receipt in the same thread as your original email; provided, however, that automatic replies (such as do-not-disturb or out of office replies) will not constitute a written confirmation under this Section 9(a)(ii).

(a)

USE AT YOUR OWN RISK. YOU AGREE THAT ANY RELIANCE UPON ANY CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL SPOOFCARD OR SPOOFCARD ASSOCIATES BE LIABLE FOR DAMAGES UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF THE SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. IF USING MATERIALS FROM THE SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU AGREE AND CONSENT TO ASSUME ANY SUCH COSTS.

(b)

EXCLUSIONS IN SOME JURISDICTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES INCLUDED HEREIN, SO THE EXCLUSIONS IN THIS Section 10 MAY NOT APPLY TO YOU.

(c)

SERVICES PROVIDED AS IS. YOU ACKNOWLEDGE AND AGREE TO THE FULLEST EXTENT PERMITTED BY LAW, SPOOFCARD PROVIDES, AND YOU ACCEPT THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPOOFCARD: (I) HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (II) DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR THAT THE SERVICES WILL BE FROM INACCURACIES, FAILURES OF PERFORMANCE, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION, TRANSMISSIONS, MALWARE, OR LINE OR SERVICE FAILURES AND WE SHALL ASSUME NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES OR YOUR DOWNLOADING OF ANY CONTENT FROM THE SERVICES; (III) DOES NOT REPRESENT OR WARRANT THAT THE SERVICES IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE; AND (IV) NEITHER ENDORSES NOR REPRESENTS THE COMPLETENESS, RELIABILITY, OR ACCURACY OF ANY CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE SERVICES, AND WE NEITHER PERFORMED ANY INVESTIGATION INTO SUCH INFORMATION NOR SHALL WE BE LIABLE FOR ANY INVESTMENT DECISIONS MADE BASED UPON SUCH INFORMATION.

(d)

(e)

LIMITATION OF LIABILITY. YOU AGREE THAT SPOOFCARD WILL NOT BE LIABLE FOR ANY DAMAGES CONNECTED TO YOUR USE OF OUR SERVICES. IF IT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THEN IN THE ALTERNATIVE, LIABILITY ARISING OUT OF OR RELATED TO THESE TOS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE TOTAL YOU HAVE PAID OR SHOULD HAVE PAID TO SPOOFCARD IN THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. IN NO EVENT WILL SPOOFCARD BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TOS OR THE USE OF THE SERVICES. THE LIABILITIES LIMITED BY THIS Section 10 APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (III) EVEN IF SPOOFCARD IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS Section 10(e), YOU AGREE AND CONSENT THAT SPOOFCARD’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO COMPENSATORY DAMAGES AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT, LOWEST AMOUNT PERMISSIBLE. FOR CLARITY, THE LIABILITY LIMITS AND OTHER RIGHTS STATED IN THIS Section 10(e) SHALL APPLY LIKEWISE TO SPOOFCARD ASSOCIATES.

(a)

Agreement to Amicably Resolve Disputes. In the event of any Claim, controversy, or alleged dispute between you and the Company or Company Associates (each a “Dispute”), and except to the extent necessary for an IP Protection Action, you hereby agree to attempt in good faith to resolve any Dispute through the following procedures amicably. “IP Protection Action” means any action to seek injunctive or other equitable relief in a court of competent jurisdiction solely to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. TO THE FULLEST EXTENT PERMITTED BY LAW, FAILURE TO FOLLOW THESE PROCEDURES SHALL CONSTITUTE THE WAIVER OF YOUR RIGHTS TO ANY FURTHER PROCEEDING WITH RESPECT TO ANY DISPUTE, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED TO THE TOS OR YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO DISPUTE FURTHER RESOLUTION PROCEEDINGS, INCLUDING THE RIGHT TO ARBITRATION OR LITIGATION.

(b)

Dispute Conference. In the event of a Dispute, either party may call for a resolution conference by sending a written notice to the other at the address provided by you via your account information or by us at the address in Section 9(a)(ii). The parties shall meet in person or by telephone (“Dispute Conference”) within three business days of their designation and shall negotiate in good faith to resolve the dispute. The Dispute Conference must commence within 30 days following the obtaining of knowledge of the cause of action forming the basis of the Dispute. Failure to commence a Dispute Conference within the 30-day period constitutes a waiver of your rights to any further proceeding. Except to the extent necessary for an IP Protection Action, neither party shall initiate arbitration or litigation until 30 business days after the Dispute Conference.

(c)

Arbitration. If the Dispute remains unresolved following the Dispute Conference, a party may attempt to resolve such dispute through arbitration under the auspices of the American Arbitration Association (“AAA”) in Nashville, Tennessee, at that party’s sole expense, subject to the following: (1) parties agree to submit the Dispute for resolution by final binding arbitration after serving written notice, which shall set forth in detail the controversy, question, claim, or alleged breach along with details regarding the parties’ attempt to resolve such Dispute through these procedures; (2) following notice and attempts to resolve, and within 6 months of a party obtaining knowledge of the cause of action forming the basis of the Dispute, the complaining party may commence an arbitration proceeding before a single arbitrator to be selected by the AAA, pursuant to its Commercial Arbitration Rules; provided, however, that failure to commence an arbitration within the 6-month period constitutes a waiver of your rights to any further proceeding; (3) in any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one day of argument (including rebuttal), and parties agree in good faith to minimize discovery burdens by confining the scope of discovery to only areas in dispute, limiting the topics and number of pages on which information is requested to directly relevant matters; and (4) any decision of the arbitrator shall be final and binding and may not be appealed to any court except upon claim of fraud or corruption; provided however, that implementation of such decision shall in no way be delayed or otherwise impaired pending the outcome of such an appeal. A court having proper jurisdiction may enter judgment upon the award rendered in such arbitration. Except to the extent necessary for an IP Protection Action, neither party may initiate litigation until 30 days after arbitration.

(d)

Litigation. A court of competent jurisdiction located within Davidson County, Tennessee, shall decide any IP Protection Action or any other Dispute that is not subject to arbitration. Each party hereby waives any claim that such venue is improper or inconvenient.

(e)

No Joint Disputes or Class Actions. You agree that any claim, controversy, or alleged dispute between you and us, our members, or our affiliates (“Dispute”) will be limited between you, individually, and us. To the fullest extent allowable by law, you agree that no dispute resolution proceeding of any kind, whether arbitration, litigation, or otherwise, shall be joined with any other party or decided on a class action basis.

(a)

IF YOU DO NOT WISH TO BE BOUND BY THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN Section 11, YOU MUST NOTIFY SPOOFCARD IN WRITING (THE “Opt-Out Notice”), WHERE THE OPT-OUT NOTICE MEETS ALL OF THE FOLLOWING REQUIREMENTS: The Opt-Out Notice must: (i) be sent by first class mail, postage prepaid, certified and return receipt requested to the address listed in Section 9(a)(ii); (ii) be postmarked no later than 45 days after the date you accept the TOS for the first time, unless a more extended period is required by applicable law; provided, however, that if you are or become a user of more than one of our webServices, applications, or other interactive service, you must provide the Opt-Out Notice within the earliest deadline applicable for any such website, application or other interactive service for which you are or become a user; (iii) include your first and last name, address, phone number, email address and, if applicable, your login information if you are a registered user of our website, application, or other interactive service along with an identification of the applicable website, application, or other interactive service for each such login information; and (iv) include a statement that you do not agree to the mandatory arbitration and class action waiver. We will use the information you include in the Opt-Out Notice to record, process, maintain, and administer your opt-out of the mandatory arbitration and class action waiver provisions, and not for marketing purposes. If the Opt-Out Notice meets all the above requirements, you will be deemed to have opted out of the mandatory arbitration and class action waiver provisions with respect to all the Services. A valid Opt-Out Notice applies only to the individual identified in such notice as opting out.

(a)

Confidentiality of Information. You should not post any confidential or proprietary information to publicly available portions of the Services. However, as a User, you shall protect all Content with the same degree of care you use to protect your own information of a similar nature and importance, but in no case with less than reasonable care. In cases where Content is marked “Confidential” or any nonpublic information relating to our technology, customers or potential customers, business plans, promotional and marketing activities, finances or other business affairs, or any other nonpublic, sensitive information, you should consider the information a trade secret or otherwise confidential and utilize the same efforts to protect and maintain its secrecy that is reasonable under the circumstances to protect and maintain the secrecy of your own information of similar nature and importance.

(b)

No Third-Party Beneficiaries. Except as expressly provided in the TOS, there shall be no third-party beneficiaries to the TOS.

(c)

Assignment & Successors. You may not assign any of your Rights or delegate any of your responsibilities or obligations in these TOS without our express written consent. Except to the extent forbidden in this Section 13(c), these TOS will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

(d)

Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of the TOS invalid or otherwise unenforceable in any respect. If a provision of the TOS is held to be invalid or otherwise unenforceable, you agree to allow us to replace such void or unenforceable provision of the TOS with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision and each such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law. The remaining provisions of the TOS will continue in full force and effect.

(e)

No Waiver. Neither party will be deemed to have waived any of its rights under the TOS by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. A waiver of a breach of the TOS shall not be construed as a waiver of any continuing or succeeding breach of the TOS, the TOS themselves, or a waiver of any right under these TOS.

(f)

Choice of Law; Jurisdiction; Waiver of Jury Trial. All Claims arising out of or related to the TOS and/or the use of the Services shall be governed solely by the internal laws of the State of Tennessee, including but not limited to applicable federal law and without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties or other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts located in Davidson County, Tennessee. You hereby agree to the personal and exclusive jurisdiction and venue of such courts. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THE TOS AND/OR THE USE OF THE SERVICES. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. This Section 13(f) governs all claims arising out of or related to the TOS and/or the use of the Services, including but not limited to negligence, contract, tort, strict product liability, or otherwise.

(g)

Interpretation. The titles and headings have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs. They shall not be given any consideration in the construction of these TOS. “Include(s)” and “including” are deemed to be followed by “but not limited to.” “Or” is not exclusive. “Herein” refers to the TOS as a whole. These TOS shall be construed without regard to any presumption, rule of construction, or interpretation against the drafting party.

(h)

Entire Agreement. These TOS set forth the parties’ entire agreement and supersede all prior or contemporaneous writings, negotiations, and discussions with respect to their subject matter. Neither party has relied upon any such prior or contemporaneous communications.