TERMS OF SERVICE

These Terms of Service (including all of our other terms and policies referenced herein, these "Terms") constitute a legal agreement between Big Robot LLC a North Carolina Limited Liability Company ("Big Robot", "we", "us", or "our") and you, regardless of your corporate form or if you are an individual, and it governs your use of, access to, and dealings with us on or via Big Robot's Piqxel.ai Subscriber interface, located at https://Piqxel.ai (the "Platform"), which provides a comprehensive suite of integrated tools and services designed to facilitate Subscribers (as defined below) ability to generate professional, sales-driven video ads from product images (collectively, the "Services"). For the purposes of these Terms, the terms "you", "your", "yourself" and "User" mean you as the Subscriber of, and subscriber to, the Services. Throughout these Terms, you and Big Robot may each be referred to, individually, as a "Party", or, collectively, as the "Parties".

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS, AND REFERENCES TO "YOU" AND "YOUR" IN THESE TERMS WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.

Your access to and use of our Services are also subject to our Privacy Policy, the terms of which can be found directly on our Services and are incorporated herein by reference. By using the Services, you consent to the terms of the Privacy Policy.

1. Changes to these Terms.

We may unilaterally amend any part of these Terms at any time by posting amended terms on our Services, and you acknowledge that each time you use any of the Services, you agree to the current version of these Terms. Any modifications/changes to the Terms become effective as of the "Last Updated" date above. We may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the "Last Updated" date at the top of these Terms. By clicking on an "I Agree" button or checkbox presented with the modified Terms, or by continuing to access or use of the Services, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services. For clarity, Big Robot will retain an archived copy of prior versions of these Terms and will present the current "Last Updated" date prominently within the Services. Your continued access or use of the Services following posting of a modified version of these Terms constitutes your acceptance of the modified Terms. You agree that Big Robot may log your acceptance electronically (including by click-wrap or browse-wrap mechanisms) and such log shall be sufficient evidence of acceptance.

2. Services Overview.

Big Robot provides Subscribers with certain access to and use of its comprehensive suite of integrated tools and services within its network designed to facilitate Subscribers' ability to generate professional, sales-driven video ads from product images using the Platform. Specifically, the Platform's offerings enable Subscribers to create high-quality video content from promotional still photographs instantly without filming or editing, streamline workflows, and leverage advanced AI-powered features for marketing success. Big Robot offers its Platform Services to Subscribers on a subscription basis (each, a "Subscription Plan"), with pricing and plan details provided on the Platform and subject to any use or access limitations described herein or within the Services. Pricing details of the following Subscription Plans are displayed on the Platform and may be updated from time to time:

3. Your Account.

3.1 Account Activation. To access and use the Services, you must register and establish an account (an "Account"). To register for an Account, you must (a) complete the Account registration form, providing true, accurate, current, and complete information in the form requested by us (collectively, "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Although we are not responsible for verifying Registration Data, if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, or incomplete, we may suspend or terminate your Account and prohibit you from accessing or using the Services.

3.2 Account Eligibility. By using the Services, you represent that you are above the age of eighteen (18) years old. Additionally, we must not have previously disabled your account for a violation of law or any of our policies. By using the Services, you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations. If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these Terms.

3.3 Account Responsibility. You are solely responsible for all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party's unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability. Accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Sharing your Account or password as well as the use of another's Account or password is prohibited.

3.4 Disabling Accounts. We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

3.5 Verification. Big Robot may, in its sole discretion, require you to provide additional information (including government-issued identification or legal entity documentation) to verify identity, eligibility, or payment method legitimacy. Big Robot may suspend or restrict access to the Services pending verification if it suspects fraudulent or abusive activity, or noncompliance with these terms or applicable law.

4. Services.

4.1 License to the Services; Platform Access. Subject to the terms and conditions of these Terms, and based on your selected Subscription Plan and solely for the duration which you maintain such active Subscription Plan, we grant to you a non-exclusive, non-transferable, non-assignable, worldwide, limited right to access and use the Services, as such Services may be modified, revised, and updated in accordance with these Terms. As such, for the duration which you maintain an active Subscription Plan, and subject to the terms and conditions of these Terms, Big Robot will provide you with remote access to the Platform.

4.2 Maintenance. You acknowledge that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new tools. In most instances, our infrastructure is designed to support updates by our engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not anticipated to materially impact your use of the Services, we will have no obligation to provide notice to you regarding such maintenance activities. We will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.

4.3 Modifications to Services. We may update, add, modify, or discontinue any aspect, feature, functionality or any other tool, within the Services, at our own discretion and without further notice; however, if we make any material adverse change to the Services, including to the core functionality of the Platform, then we will notify you by posting/sending an announcement via the Services or by sending you an email. You expressly acknowledge and understand that the Services may occasionally be unavailable due to upgrades, modifications, maintenance, or other work required or necessary, as determined by Big Robot in its sole and absolute discretion, with respect to Services' functionality. You further expressly acknowledge and understand that access to the Services may be delayed or slowed due to Internet traffic and other issues beyond Big Robot's reasonable control.

4.4 Beta Features. We may, at our sole discretion, make certain features and/or services available to the you on a test basis which will be clearly designated as beta, pilot, limited release, non-production or by similar description ("Beta Feature"). Notwithstanding anything to the contrary in the Terms, you acknowledge and agree that a Beta Feature is provided on an "as is" and "as available" basis without any liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. We do not guarantee that future versions of a Beta Feature will be released or that if such Beta Feature is made generally available, it will be substantially similar to the current Beta Feature. We may terminate your right to use any Beta Feature at any time for any reason.

4.5 Technical Requirements. You shall be solely responsible for the hardware and related electronic equipment, software, and internet access to be able to access and use the Services, including, but not limited to, the Platform. Big Robot neither represents nor warrants that the Services will be accessible through all browser releases or all versions of tablets, smartphones, or other computing devices.

4.6 Artificial Intelligence Disclaimer. Big Robot does not guarantee accuracy, completeness, reliability, legality, or usefulness of any deliverables generated by the AI and machine learning functionalities and services integrated within the Platform (the "AI Functionalities"). Given the probabilistic nature of AI, use of our AI Functionalities may result in inaccurate or biased deliverables that do not accurately reflect a Subscriber's instructions. Subscribers shall review and verify the accuracy of any deliverable before using or sharing it and shall not rely on Big Robot to do so. Big Robot does not review and screen the AI Functionalities deliverables for compliance with intellectual property laws, privacy laws, or other legal obligations. Subscribers are solely responsible for ensuring that any use of deliverables produced by the AI Functionalities complies with applicable laws and regulations. Without limiting any other disclaimer hereunder, Big Robot expressly disclaims any warranty, representation, or liability related to or arising out of the AI Functionalities, including the accuracy, reliability, or correctness thereof. The AI Functionalities are provided "as-is" and "as-available" and the Subscriber assumes all risk of use of any AI Functionalities, including damage to or loss of any Subscriber Content (as defined below) that may result therefrom.

4.7 Third-Party Content. The Services may contain links to third party websites, advertisers, services, special offers, or other events or activities not owned by us ("Third-Party Content"). We do not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

4.8 Third-Party Licenses. The Services may include, incorporate, utilize, or interoperate with third-party software, services, content, data, or other materials (collectively, "Third-Party Components"), which are subject to license terms in addition to or different from these Terms. Subscriber agrees to comply with all applicable third-party license terms governing any Third-Party Components. Big Robot makes no representations or warranties and assumes no liability with respect to Third-Party Components.

4.9 Connected Applications. The Platform may offer features designed to interoperate with web-based, mobile, or other software applications provided by Subscriber or third parties ("Connected Applications"). To use such features, Subscriber may be required to obtain access to such Connected Applications and grant Big Robot permission to allow the Connected Application and its provider to access Subscriber accounts and data solely as required for interoperation. Big Robot does not warrant or support Connected Applications and is not responsible for any disclosure, modification, or deletion of Subscriber Content or data resulting from access by any Connected Application or its provider. Any acquisition or use of Connected Applications is solely between Subscriber and the applicable provider.

4.10 Reasonable Safeguards. Big Robot implements reasonable administrative, technical, and physical safeguards appropriate to the nature of Subscriber Content to help protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Big Robot does not guarantee security outcomes and expressly disclaims responsibility for Third-Party Components or Connected Applications and their handling of data.

5. Subscriber Restrictions and Obligations; Disclaimers.

5.1 Restrictions on Use. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. By accessing and/or using the Services, you represent, warrant, covenant, and agree to not:

5.2 Content Disclaimer. The Platform allows Subscribers to post, upload, publish, share, or otherwise make available content, including, without limitation, text, images, videos, or other materials ("Subscriber Content"). Big Robot does not control, endorse, review, monitor, or assume any responsibility for any such Subscriber Content and shall not be liable for any claims, damages, losses, costs, or expenses arising out of or relating to Subscriber Content posted, transmitted, or otherwise made available by Subscribers or third parties through the Platform. Subscribers are solely responsible for their own content and for ensuring that it complies with all applicable laws, regulations, and these Terms. This includes, without limitation, obtaining all necessary rights, permissions, and licenses for any images, photographs, or other visual content uploaded or used, including name, image, and likeness rights of individuals depicted, and securing valid video releases from any models or individuals featured. Big Robot expressly disclaims any responsibility or liability related to Subscriber Content, including any claims of infringement, misappropriation, or violation of privacy, publicity, or other rights. Without limiting any other disclaimer herein, Big Robot makes no warranty or representation regarding the legality or compliance of Subscriber Content with applicable laws. All Subscriber Content is used at the Subscriber's own risk, and Big Robot assumes no obligation to review or approve such content.

5.3 Subscriber Responsibility Disclaimer. You are solely responsible for any decisions or actions you take based on information obtained from the Services. You acknowledge that use of the Services does not create any fiduciary relationship between you and Big Robot or any of its affiliates.

6. Subscriber Content.

6.1 Acknowledgments. Big Robot acknowledges and agrees that you shall retain ownership to, and shall be solely and exclusively responsible for, your Subscriber Content which you elect to upload, submit, or integrate to or within the Services. Big Robot has no responsibility for verifying or maintaining any Subscriber Content, and in no way will be liable for the accuracy, availability, correctness, timeliness, or any other quality of or concerning any Subscriber Content. Accordingly, you are solely and exclusively responsible for ensuring that (i) you have all of the rights, licenses, and privileges that are required for all of your Subscriber Content, and (ii) no portion of such Subscriber Content is unlawful or infringes upon the rights of any third party. Further, Big Robot shall have the right, in its sole discretion, to restrict, limit, or reject the integration, transmission, or storage of any Subscriber Content with, to, or via the Services and to remove any Subscriber Content that has previously been integrated, transmitted, or stored with, to, or via the Services, if Big Robot reasonably believes that such Subscriber Content or the your use thereof is in violation of the terms of these Terms or the law. Big Robot is not responsible for a Subscriber's changes, additions, or deletions of or to their Subscriber Content.

6.2 Subscriber Content License. For the period which you maintain an active Subscription Plan, you expressly grant to Big Robot a worldwide, non-exclusive, non-transferable, non-assignable, royalty-free license to access and use Subscriber Content, to provide and monitor the Services.

6.3 No Sensitive Data. You shall not integrate, upload, transmit, store, disclose, or make available through the Services any Sensitive Data (as defined below) regarding any person, and Big Robot will have no liability whatsoever for such Sensitive Data erroneously transmitted through the Services. For the purposes of these Terms, "Sensitive Data" means any Personal Data that requires a heightened degree of protection by applicable law. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information, or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted requiring heightened standards for data protection or privacy. For the purposes of these Terms, "Personal Data" means all information relating to a person that identifies such person or could be used to identify such person. This includes any information that is deemed "personal information" or "personal data" as defined by applicable data protection laws.

6.4 Subscriber Usage Data. You acknowledge and agree that Big Robot may, directly or indirectly, collect and store information and data in connection with your use of the Services and about the equipment on which the Platform is accessed and used ("Subscriber Usage Data"). Big Robot may collect such information and data through means including, but not limited to, your access and use of the Services. Big Robot may compile, use, reproduce, and disclose Subscriber Usage Data derived from or related to the use of the Services for product or service improvement, industry analysis, benchmarking, analytics, and other purposes consistent with our Privacy Policy, as updated from time to time by Big Robot, provided that such Subscriber Usage Data is aggregated, anonymized, de-identified, or is otherwise not reasonably associated or linked to you (or any other identifiable individual person or entity). Big Robot retains all rights, title, and interest in and to such Subscriber Usage Data and the right to use Subscriber Usage Data will survive termination of these Terms.

6.5 Third Party Use. Big Robot may access, use, and provide third parties with access and use to the Subscriber Usage Data for the following enumerated purposes: (i) making the Services functional and usable for its Subscribers; (ii) improving the performance of the Services; (iii) developing updates, new versions, and new Services' offerings; and/or (iv) verifying a Subscriber's compliance with these Terms and enforcing Big Robot's rights, including all Intellectual Property Rights in and to the Services.

6.6 Subscriber Data Backups. Big Robot has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of subscriber content or data. The Subscriber is solely responsible for backing up and maintaining copies of any data or information it uploads, stores, or transfers in connection with the services.

6.7 Data Return. Upon termination or expiration of the Subscription Plan, and upon Subscriber's written request within thirty (30) days thereafter, Big Robot will make available to Subscriber any Subscriber Content then stored on the Platform in a commercially reasonable export format. Following such thirty (30) days (or longer as required by applicable law), Big Robot may delete all Subscriber Content in its possession.

7. Intellectual Property.

7.1 Ownership. Except for the limited right to access and use the Services under these Terms and pursuant to an active Subscription Plan, you acknowledge and agree that Big Robot, or its licensors, as the case may be, have and will retain any and all rights, title, and interest in and to the Services, including, but not limited to, the features provided/available within the Platform, the Platform's underlying software and code, and all derivative works made by anyone based upon any of the foregoing, including all associated Intellectual Property Rights. Any updates and customizations and other modifications of the Platform (and all Intellectual Property Rights associated with the foregoing), will be owned exclusively by Big Robot.

7.2 Feedback. If you provide us with any feedback or suggestions about the Services or otherwise (the "Feedback"), we may use the Feedback without obligation to you, and you irrevocably assign to us all right, title, and interest in and to the Feedback.

8. Subscription Pricing and Payment.

8.1 Subscription Plan Payment Terms. Unless otherwise expressly stipulated by us in a separate and duly executed agreement with you, all Services are licensed (but not sold) to you and are offered on a recurring subscription basis via a Subscription Plan. By electing to license and use the Services under one of our Subscription Plans, you agree to pay the Subscription Fees (as defined below) pursuant to the Subscription Plan that you select and be subject to any limitations of such selected Subscription Plan set forth herein or via the Services.

8.2 Subscription Fees. You agree to pay us all fees (the "Subscription Fees") for your access to, and use of, the Services associated with the Subscription Plan that you select and purchase from us, in accordance with the payment terms set forth in this Section 8. Our current fees are available on the pricing page of the Platform. To the extent we provide other feature or services for which we charge a Subscription Fee that is not listed in the pricing terms set forth on the Platform, we will provide you with notice of such additional Subscription Fees prior to providing with such feature or service (for example, by displaying the additional Subscription Fees to you on a personalized payment page; by displaying the additional Subscription Fees to you, for your review and acceptance, within your designated Account; or otherwise, by displaying the additional Subscription Fees at the time you are using such feature or service to which the additional Subscription Fees applies, and your use of such feature or service to which the additional Subscription Fees apply shall constitute your consent to such additional Subscription Fees).

8.3 Subscription Period. Each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect (the "Subscription Period"), and you will have the ability to select one or more Subscription Period options for your Subscription Plan, including a monthly or, as it may be offered, a yearly Subscription Plan. The Subscription Period for your Subscription Plan begins on the date on which we provide you with access to the Services, (the "Subscription Start Date"). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or non-renew your Subscription Plan, as provided in these Terms. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan.

8.4 Payment of Subscription Fees. Unless otherwise expressly stipulated, the Subscription Fees will be based upon the Subscription Plan that you select and shall be due and payable on a monthly or, if offered, an annual basis, or on any other basis which we may offer from time to time. Each monthly or annual Subscription Fees payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month or year while your Subscription Plan is in effect. We reserve the right to amend or cancel the month-to-month or annual option, or any other option which we may provide from time to time, for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

8.5 Payment Card. To use our Services, you must provide to us and maintain at all times a valid, current credit or debit card (a "Payment Card") and related billing information as a condition to using the Services, and we will automatically charge your Payment Card for any Subscription Fees due, without the requirement of your signature or any additional action on your part. You expressly authorize us to automatically charge your Payment Card for all Subscription Fees owed and due to us in connection with the Services and the Subscription Plan selected. Payments of Subscription Fees are processed by a third-party service provider selected by us, from time to time, and such payment services are governed by such third-party service provider's terms of service and privacy policy. Big Robot or Big Robot servers never store your Payment Card information.

8.6 Additional Payment Terms. Payment of all Subscription Fees are due in advance. We have no obligation to perform under these Terms during any period in which all applicable Subscription Fees due have not been paid in full.

8.7 Price Changes. Big Robot may, in its sole discretion, amend its Subscription Fees and pricing structure for payment of Subscription Fees in connection with the Services and its Subscription Plans. Notwithstanding anything to the contrary herein, changes to Subscription Fees due will take effect only upon the renewal of a Subscription Period under a specific Subscription Plan.

8.8 Taxes Excluded. Our Subscription Fees, do not include, and we are not responsible for (i) any additional fees, charges, or duties imposed on you by any third party due to your use of the Services, including, without limitation, any financial institution fees or processor or intermediary fees; or (ii) any taxes, levies, or duties or similar amounts related to the Subscription Fees or your use of Services. You are responsible for paying all the foregoing. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

8.9 No Refunds. No refunds of Subscription Fees will be provided for any reason, unless provided herein or specifically authorized by Big Robot on a case-by-case basis and in its sole discretion. ALL AMOUNTS PAID BY YOU FOR SERVICES ARE FINAL AND NON-REFUNDABLE.

8.10 Late Payments. All undisputed amounts not paid when due will incur (i) a late fee equal to five percent (5%) of the overdue amount, and (ii) interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, calculated daily and compounded monthly, beginning after the fifth (5th) business day after the due date. The Subscriber shall reimburse Big Robot for all reasonable costs incurred in collecting any late payments, including attorneys' fees. Big Robot may suspend access to the Services for any payment delinquency as permitted under these Terms.

8.11 Payment Acceleration. If any undisputed Subscription Fees are not paid when due, Big Robot may deliver written notice of delinquency. If such delinquency is not cured within five (5) business days of notice, Big Robot may suspend or terminate access to the Services pursuant to Section 11.2 and may declare all amounts then due and payable under your current Subscription Period immediately due and payable (acceleration), without prejudice to other remedies.

8.12 No Setoff. You shall pay all amounts due under these Terms without setoff, deduction, counterclaim, or withholding of any kind, except as may be required by law.

9. Privacy Policy.

Please refer to our Privacy Policy, as updated from time to time, for information about how we collect, use, and share your information. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10. Monitoring.

We reserve the right to monitor the use by you of the Services, including any of your Subscriber Content inputted, uploaded, delivered, stored, transmitted, or otherwise made available via our Services. We reserve the right to take, or refrain from taking, all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies once we become aware of any violation of these Terms. Monitoring may include review of logs and metadata for the limited purposes of enforcing these Terms, maintaining security and integrity of the Services, improving performance, and complying with legal obligations. Nothing in this Section 10 obligates Big Robot to monitor any Subscriber Content or activity.

11. Termination; Effect of Termination; Suspension.

These Terms become effective on the date on which you purchase a Subscription Plan to, register for, login to, access, use the Services, or otherwise indicate your agreement to these Terms (whichever is earlier) and shall continue in full force and effect until terminated as set forth below.

11.1 Termination by Non-Renewal. You may elect to not renew your Subscription Plan to the Services by providing notice us, in accordance with Section 17, or as may be available through the Services or your Account, at least twenty-four (24) hours prior to the conclusion of the Subscription Period then in effect (a "Non-Renewal Termination").

11.2 Termination or Suspension by Us. Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due); (ii) any act or omission by you that (a) constitutes a violation of these Terms or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other Subscriber's use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive, or abusive use of the Services, our systems, or resources; (iii) our election to terminate business or the offering of the Platform or Services; (iv) you become insolvent, are generally unable to pay debts as they become due, file or have filed against you a petition for bankruptcy, make a general assignment for the benefit of creditors, or have a receiver, trustee, or similar official appointed over a material portion of your property; or (v) Big Robot reasonably determines that continued provision of the Services would contravene applicable law or present a material legal or regulatory risk. Neither termination of these Terms nor suspension of your use of the Service relieves you of your obligation to pay amounts due to us.

11.3 Effect of Termination. Termination of these Terms for any reason also terminates all your rights to access and use all Services. If you cancel your Subscription Plan for convenience before the end of the current Subscription Period, the fees for that Subscription Period are non-refundable and remain due.

11.4 SURVIVAL. ANY PROVISIONS OF THESE TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.

12. Indemnity.

12.1 Scope and Triggers. You will defend, indemnify and hold harmless us, our licensors, affiliates, subsidiaries, successors, assigns, and our and their equity holders, manager, directors, officers, employees, and agents (each individually an "Indemnitee" and collectively "Indemnitees"), to the fullest extent permissible under applicable law, against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) suffered by any Indemnitee arising from or in connection with any of the following (except to the extent caused by our own negligence or willful misconduct):

12.2 Indemnification Procedure. The Party seeking indemnification ("Indemnified Party") shall provide the indemnifying Party ("Indemnifying Party") with prompt written notice of any claim for which indemnification is sought; failure to provide prompt notice will not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced. The Indemnifying Party shall have sole control of the defense and settlement of the claim; provided that the Indemnified Party's prior written consent (not to be unreasonably withheld, conditioned, or delayed) is required for any settlement that (i) imposes any obligation on, or admission by, the Indemnified Party, (ii) requires payment by the Indemnified Party that will not be fully satisfied by the Indemnifying Party, or (iii) does not include a complete release of the Indemnified Party. The Indemnified Party will cooperate at the Indemnifying Party's expense. The Indemnified Party may participate in the defense with counsel of its choosing at its own expense.

12.3 IP and Privacy Claims. Without limiting Section 12.1, you shall defend, indemnify, and hold harmless the Indemnitees from and against any claims alleging that Subscriber Content (or Big Robot's use thereof in accordance with these Terms) infringes, violates, or misappropriates any Intellectual Property Right, or violates any privacy, publicity, or other rights of a third party, or any applicable law relating to data protection or privacy.

12.4 Beneficiaries; Survival. All Indemnitees are expressly made third party beneficiaries of this Section 12. This Section 12 will survive the termination of these Terms for any reason.

13. Disclaimer of Warranties.

14. Exclusion of Damages.

15. Limitation of Liability.

16. Arbitration, Class-Action Waiver, and Jury Waiver.

16.1 Applicability of Arbitration Agreement. Both Parties agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis. For clarity, the phrase "all claims and disputes" also includes claims and disputes that arose between us before the effective date of these Terms.

16.2 Initiating Arbitration. Before you commence arbitration of a claim, you must provide us with a written notice (a "Notice of Dispute") that includes your name, residence address, username, email address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Big Robot LLC, ATTN: Arbitration Filing, 115 Timberview drive swannanoa NC 28778. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.

16.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through American Arbitration Association ("AAA") and will be governed by their commercial arbitration rules, which are then in effect. If AAA is not available to arbitrate, the Parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. A single neutral arbitrator will conduct the arbitration. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the Party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the Party initiating the arbitration. The arbitration will not involve any personal appearance by the Parties or witnesses unless the Parties mutually agree otherwise.

16.5 Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Big Robot. The dispute will not be consolidated with any other matter or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages, as well as attorney fees, and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum's rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Big Robot.

16.6 Waiver of Jury Trial. YOU AND BIG ROBOT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Big Robot are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Big Robot over whether to vacate or enforce an arbitration award, YOU AND BIG ROBOT WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute resolved by a judge.

16.7 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE SUBSCRIBER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth in Section 18.1.

16.8 Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the Party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

16.9 Opt-out. You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send us an opt-out letter to the following address:

16.10 Arbitration Agreement Survival. THIS ARBITRATION AGREEMENT WILL SURVIVE THE TERMINATION OF THESE TERMS FOR ANY REASON.

16.11 Enforcement of the Big Robot's Intellectual Property. You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 16, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.

17. Notices.

We may deliver any notice required or permitted hereunder (i) via a notice appearing in your Account or on the Services or (ii) via electronic mail to your contact information on record with us in your Account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Services (for example, changes to your Account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your Account page to update your contact information). Otherwise, all notices to us under these Terms must be delivered in writing in hard-copy (paper) to us by (1) personal delivery by hand, (2) registered mail, (3) certified mail, return receipt requested, (4) reputable national or international mail courier with proof of delivery, or (5) our Big Robot e-mail address with confirmation of receipt by Big Robot. Our current mailing address and e-mail address are:

We may change our notice addresses by updating these Terms or by listing a new address on the applicable Services. You are responsible for making sure that you send notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address.

18. Miscellaneous.

This Section 18 and its subsections will survive termination of these Terms for any reason.

18.1 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of North Carolina without regard to conflict of law rules or principles (whether of North Carolina or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

18.2 Assignment. These Terms are binding upon and apply to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and its obligations hereunder at any time, in its sole discretion.

18.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.

18.4 Waiver. The failure of either Party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either Party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving Party.

18.5 Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, "Force Majeure" means any (i) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination, or sonic boom; (v) any law or any action taken by a government or public authority; (vi) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (vii) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (viii) interruption or failure of utility service; or (ix) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

18.6 Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the Parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

18.7 Equitable Relief. Each Party acknowledges that unauthorized use or disclosure of Confidential Information or infringement or misappropriation of Intellectual Property Rights may cause irreparable harm for which monetary damages would be inadequate. The non-breaching Party shall be entitled to seek injunctive or other equitable relief, without posting bond, in addition to any other remedies available at law or in equity.

18.8 Attorneys' Fees. In any action or proceeding arising out of or relating to these Terms, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

18.9 Interpretation. The terms "include," "includes," and "including" mean "including without limitation." Headings are for convenience only and do not affect interpretation. References to laws include all amendments and successor statutes and regulations. No presumption shall arise against the drafter.

18.10 No Third-Party Beneficiaries. Except that the Indemnitees identified in Section 12 are intended third-party beneficiaries of Section 12 solely as it applies to them, these Terms are for the sole benefit of the Parties and their permitted successors and assigns and do not confer any rights or remedies upon any other person or entity.

[End of Terms of Service]