Effective Date: December 1, 2020

These General Terms of Service (“Terms”), together with the documents and policies incorporated and referenced in these Terms, are a contract (the “Agreement”) between the User (“You”, “Your”, “Yourself”), and Anchor Connect, Inc. (along with its affiliates, successors and assigns, “Anchor Connect”, “We”, “Us”, or “Our”). This Agreement governs Your use of or interactions with Anchor Connect’s software, products, services, or other offerings (collectively, the “Service”), the Anchor Connect platform and websites (“Website”), Your Anchor Connect account and/or any other services, features, functions, offers or promotions of Anchor Connect. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated.

By electronically accepting this Agreement, or establishing an Anchor Connect account, or using the Service after the Effective Date of these Terms, the User consents to and agree to comply with these Terms. This Agreement includes and the User is consenting to:

• Anchor Connect Privacy Notice
• Anchor Connect Acceptable Use Policy
• Anchor Connect E-sign Disclosure & Consent
• Any separate terms or conditions provided to the User separately for the Service
• Any third-party payment network or processing rules, if applicable

When the User agrees to these Terms and accept this Agreement, the User does so on behalf of Yourself and any person that You entitle or authorize to use Your Anchor Connect account (with You, each a “User” of Your Anchor Connect account), as well as on behalf of Your Customer(s) and Vendor(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.

1. Using the Anchor Connect Service. The Anchor Connect Service includes a platform that enables the User to perform a variety of functions, including but not limited to, enter and track sales to third parties (Your “Customers”), generate and send invoices to Your Customers, and schedule and receive payments from Your Customers through platform integration with the our licensed money transmitter partners, and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts receivable electronically. Anchor Connect is NOT a money services business, licensed money transmitter or provider of money transmission services for the Service. Your level of access to the features and functions offered through the Service will depend on Your Anchor Connect account type, if any, and/or how You interact with the Service. Additional Terms may apply.

1.1 Eligibility to Use the Service. You represent and warrant that all Users: (a) are at least 18 years of age; (b) reside in the United States; (c) have not previously been suspended or removed from the Service; and (d) will provide any and all documentation as requested by Anchor Connect as needed to verify identity and, if applicable, creditworthiness. The User understands and agrees that if You are a corporation, partnership, or other organization organized under the laws of the United States (“United States Entity”), then Your User(s) may access Anchor Connect account from outside the United States, where available.

1.2 Account Administrators. Each company account registered with Anchor Connect (an “Anchor Connect account”) must have at least one User in the “Administrator” role to manage and control access to the Anchor Connect account. The Administrator may invite and authorize other Users to access, establish Login Credentials for, and use the Anchor Connect account. The Administrator may revoke access and authorization of a User. Information about User(s) and their use of the Service may be provided by Us to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of a User that are not in compliance with this Agreement.

1.3 Using This Service on Behalf of Another. If You use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent and warrant that You (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization, and (2) do accept this Agreement on behalf of the Individual or Organization; unless the Individual or Organization has a separate paid contract with Anchor Connect, in which event the terms of that separate paid contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.

1.4 Third Party Service Providers. You grant to Us and Anchor Connect reserves the right to use third parties to provide or facilitate the Service. If Anchor Connect uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.

1.5 Updates to the Service. Anchor Connect reserves the right to: update the Service; and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional Terms and/or Service Fees. Anchor Connect reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in Our sole discretion, without any liability to You.

1.6 Customer Set Up and Management. To use the Service, You may be required to provide accurate and current information about Your Customers. You agree to provide any information or documentation requested by Anchor Connect, including to verify the identity of the Customer or, if applicable, its payment information. When using the Service, the User represents and warrants to Anchor Connect that:

• The information the User provides for a Customer is complete and accurately identifies the Customer.
• All of the invoices that the User creates or uploads to the Service are issued pursuant to a contractual relationship with the Customer and/or for goods or services provided to the Customer.
• Each payment transaction initiated from the Customer complies with the terms of Your contract or arrangement with the Customer, and with applicable law, regulations and rules.
• Your Customer agrees, or You have the authority to agree on behalf of the Customer, to be subject to and comply with this Agreement, and all applicable laws, rules and regulations.

1.7 Customer Consents and Authorizations. By providing, entering, connecting, or uploading Customer information to the Service, the User represents and warrants that the User has obtained all required authorizations or consents from the Customer to share the Customer’s information. The User solely responsible for verifying the accuracy of Customer information provided by the User in connection with Your Anchor Connect account or use of the Service. Anchor Connect will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Customer’s information, or Your or Your Customer’s actions or inactions.

1.8 Customer Payment Authorizations. When requesting a payment from a Customer using the Service, You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of the Customer, to be subject to and comply with the Agreement and all applicable laws, rules and regulations. You represent and warrant that You have obtained all necessary approvals and authorizations from the Customer to initiate credit and debit card payments, and/or to authorize ACH debits and credits from the Customer’s bank account, if applicable.

1.9 Invoice Creation and Management. You may create invoices through the Service, send and track Your invoices, and to send reminders related to Your invoices. By using these features of the Service, You represent and warrant that You have all rights and consents necessary to send invoices and reminders to Customers in accordance with any governing agreements and applicable law. Anchor Connect is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.

2. Electronic Communication & E-Sign Consent. Through this Agreement, the User consents, when applicable, to accept electronic communications as described in Anchor Connect’s Electronic Communication, E-sign Disclosure & Consent Agreement.

3. Privacy. By enrolling in or using the Service, the User acknowledges and consents to the Anchor Connect Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.

4. Account Security. You acknowledge and agree that the Our security procedures are a commercially reasonable method of verifying Your identity and payment methods, providing security against unauthorized payments and fraud, and protecting Your Anchor Connect account.

4.1 User Account Creation and Login Credentials. To use the Service, You are be required to register an Anchor Connect account and/or to enroll as a User. To register an Anchor Connect account and/or enroll as a User, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address and other contact or identifying information, and about Your Organization or Individual, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User’s “Login Credentials”). Users are solely responsible for maintaining the confidentiality of Login Credentials, and to the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if You did not want the transactions performed, and even if they are unauthorized or fraudulent.

4.2 Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify Anchor Connect if You believe that Your account has been compromised or accessed without authorization, or User Login Credentials have been lost, stolen or compromised, or that someone has attempted or may attempt to make or request payments through Your Anchor Connect account without authorization. To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in compliance with Anchor Connect’s security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from the theft, loss, compromise, or unauthorized use of Your Anchor Connect account or User Login Credentials, unless (1) You have notified Anchor Connect of possible theft, loss, compromise or unauthorized use, and (2) We have had a reasonable opportunity to act on that notice. You will also be responsible for any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law. Upon Your timely report, We may, in our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but Anchor Connect will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

4.3 Access through Third-Party Platforms. If Users choose to access Your account through a third-party platform, or vice versa, You confirm that the third-party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your Anchor Connect account, and You accept full responsibility and liability if access through the third-party platform leads to the compromise of User Login Credentials or Anchor Connect account.

5. Restrictions on Use. The User represents and warrants that You will not use the Service in connection with any business or industry prohibited under Our Acceptable Use Policy. Anchor Connect reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. The User is solely responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy.

5.1 Service for Authorized and Lawful Purposes Only. The User agrees that to use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not, and You will not allow any third party, to:

• access, monitor, or attempt to access or monitor any Anchor Connect materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement;
• copy, reproduce, republish, upload, post, transmit, or distribute in any way material or content from the Service, excluding User Data and relevant transactional information Anchor Connect makes available to You in connection with Your payment transactions using the Service (example: limited third party customer or vendor information in connection with Your payment transactions);
• work around or attempt to work around any technical limitations in the Software or Service, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
• perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by Anchor Connect’s other Users, or impose an unreasonable or disproportionately large load on Anchor Connect’s infrastructure;
• intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
• perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation accessing any other Service account without permission, or falsifying Your information;
• use or upload any harmful, obscene, abusive or offensive language through the Service;
• use or alter any Anchor Connect intellectual property, except as permitted under this Agreement;
• transfer or assign the rights granted to You under this Agreement; or
• otherwise use the Service except as expressly allowed under this Agreement.

5.2 No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without the express written consent of Anchor Connect. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. Anchor Connect may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties.

5.3 Prohibited Payments. You acknowledge and agree that You will not use the Service for payment of alimony, child support, taxes or other court-directed or government payments, fines or penalties or payments to settle securities transactions.

5.4 Prohibited Marketing/Solicitation. If Anchor Connect provides You with information about another user of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another user’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes unless You separately obtain the appropriate consent of the specific user to do so.

5.5 No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that (i) You are not located in a country that is subject to U.S. Government sanctions, embargos, or that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

6. Rights We Grant to You. Subject to this Agreement, including payment of all Service Fees, Anchor Connect grants You a personal, limited, non-exclusive, non-assignable, non-transferable right to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that Anchor Connect provides to You (collectively, the "Software"), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, Anchor Connect may, in its sole discretion and without notice to You, immediately suspend or terminate Your rights to access to the Service.

6.1 Reservation of Rights. Anchor Connect reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. Anchor Connect owns the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in Anchor Connect’s intellectual property.

7. Rights You Grant to Anchor Connect. By choosing to use this Service, the User grants to Anchor Connect certain rights including, but not limited to, those described below in this section of the Agreement.

7.1 Account Termination. Anchor Connect reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.

7.2 Feedback. If You provide any feedback to Anchor Connect concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to Us all rights, title, and interest in and to such feedback, and Anchor Connect is free to use such feedback without payment or restriction.

7.3 Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, emails and/or text messages from Anchor Connect at any telephone number and/or email address provided to Us in connection with Your Anchor Connect account. We may contact You for any purpose consistent with this Agreement or the Anchor Connect Privacy Notice, including to provide multi-factor authentication or a one-time password, notify You regarding Your account, help You with Your account, or resolve a dispute. Standard rates and text charges may apply.

7.4 Right to Record of Telephone Calls. You understand and agree that Anchor Connect may, in its sole discretion, itself or using a third-party service, monitor any telephone calls between You and its employees, consultants or agents for purposes of quality control and for the protection of Anchor Connect. If You do not consent to the recording of telephone calls by Anchor Connect, Your only remedy is to not engage with Anchor Connect by means of a telephone call to our offices.

7.5 Marketing. To the extent permitted by law, You agree and consent that Anchor Connect may list or identify You as a customer of Anchor Connect, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by contacting Anchor Connect in writing.

7.6 Right of Set Off. To the extent permitted by law, the User grants to Anchor Connect the right to apply or set off any money or credit balance in which You have an interest and which is in our possession, custody or control, in satisfaction of any amounts or liabilities that You owe to Us.

7.7 Right to Refuse to Facilitate Payment. You grant to Us and Anchor Connect reserves the right to limit or to refuse to facilitate the processing of any payment initiated or requested through the Service, in Our reasonable discretion, without any liability to You. Anchor Connect will use commercially reasonable efforts to provide notice promptly if We decide to limit or to refuse to facilitate the processing of a payment. This notification is not required if the payment is prohibited by law or this Agreement.

7.8 Transaction Limits. When You use the Service, You grant to Anchor Connect and We reserve the right, Our sole discretion, the right to impose limits on the amount of money sent through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without any liability to You. If We impose or change such limits, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.

8. User Data. This section governs the User Data entered onto the Anchor Connect software by the User or for the benefit of the User.

8.1 No Monitoring. You acknowledge and agree that Anchor Connect has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as User Data, and Anchor Connect will not be responsible for the content of any such communications, data or transmissions. However, Anchor Connect reserve the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.

8.2 Access to User Data. If You upload, store, share, or otherwise process documents, information, data and other content ("User Data") or sync User Data from Your software to the Service, You consent to Our access and processing of User Data in accordance with the Anchor Connect Privacy Notice, this Agreement, the settings on Your account, or the features of the Service You elect to use. We reserve the right to remove or delete User Data from the Service for any reason, including if the User Data violates this Agreement or applicable law, in Our reasonable discretion, without any liability to You. Except as otherwise provided in this Agreement, We do not claim ownership of any User Data.

8.3 Access to Technical Data. You agree that Anchor Connect may collect and use technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service and to track and report Your activity solely with respect to the Service.

8.4 No Liability. You agree that Anchor Connect will have no responsibility or liability with respect to any User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any User Data that You request to have deleted from the Service, other than as provided under this Agreement.

9. Fees and Payment Terms. The User is subject to certain fees and payment terms set forth below and/or as otherwise agreed to with Anchor Connect.

9.1 Service Fees. Access to and use of the Service, or to certain features of the Service, may require the User to pay certain fees (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Information on Service Fees can be found on the Anchor Connect Website. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain an Anchor Connect account, even if You do not use the Service during the billing cycle or use the Service for only a portion of the billing cycle. Anchor Connect reserves the right to refuse to cancel Your account if it is not in good standing or has any overdue Service Fees.

9.2 Changes to Service Fees. Anchor Connect reserves the right to change the Service Fees from time to time, in its sole discretion. Anchor Connect will provide advanced written notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your Anchor Connect account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of Anchor Connect.

9.3 Payment of Service Fees. You authorize Anchor Connect to use the credit or debit card You have provided to Us (as updated from time to time), or the bank account associated with Your Anchor Connect account (each a "Billing Account") to automatically charge You in U.S. currency for the Service Fees applicable to Your Anchor Connect account or Your use of the Service, plus any applicable taxes. If Anchor Connect is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within five (5) business days of notice of non-payment from Anchor Connect. If amounts owed are not paid within five (5) business days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your Anchor Connect account becomes overdue, Anchor Connect is entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses.

10. Cancelling Your Anchor Connect Account or Deactivating a User. You may request to deactivate a User or cancel Your Anchor Connect account at any time by submitting a request in writing to Anchor Connect. We reserve the right to require up to thirty (30) days prior notice of cancellation or User deactivation.

10.1 Effective Date of Cancellation: Subscription Accounts. This section applies to Anchor Connect accounts that carry monthly subscription Service Fees (“Subscription Account”). When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription account. When You request to cancel a Subscription account, the cancellation will be effective on the last day of the then-current billing cycle for Your Subscription account, if there are no pending payments on the Anchor Connect account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription account, the account cancellation will be effective on the last day of the next billing cycle. Anchor Connet reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancellation. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.

10.2 Effective Date of Cancellation: Non-Subscription Accounts. If You do not have a Subscription Account with Anchor Connect, Your request to deactivate a User or to cancel Your Anchor Connect account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.

10.3 User Documents. If You cancel Your account, Anchor Connect may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, Bills, and Documents, as required or permitted by law, this Agreement or the Anchor Connect Privacy Notice.

11. Third-Party Services, Websites, and Products. Through the Service, You may access to third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, “Third-Party Services”).

11.1 No Control Over Third-Party Services. Anchor Connect does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, Anchor Connect does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.

11.2 Terms of Third-Party Services. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from Anchor Connect. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing Your use of these Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services.

11.3 Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Anchor Connect disclaims all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against Anchor Connect with respect to the content or operation of any Third- Party Services.

11.4 Third-Party Software. The software You utilize in conjunction with the Services provided by Anchor Connect may include certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third Party Terms”). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with this Agreement is permitted, however, You may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third-Party Software.

11.5 Synching Your Anchor Connect Account with Your Software. If You choose to synchronize Your Anchor Connect account and Your software, You understand and agree that You are solely responsible, and Anchor is not responsible, for the information and data that You choose to synchronize and share between Your Anchor Connect account and Your accounting software. If You choose to link Your Anchor Connect account to Your software, You are confirming that the software is sufficiently secure to protect Your Anchor Connect account. When You use third-party software, You understand and agree that use is subject to the terms of service and privacy policy of the software provider.

11.6 Third Party Disputes. Anchor Connect is not affiliated with any other Anchor Connect User, Carrier, Service Provider or Third-Party Service. Any dispute You may have with any other Anchor Connect User, Carrier, Service Provider Third-Party Service or other Third-Party Arising from your use of the Service, including your employer, is solely between You and such Third-Party. You irrevocably release Anchor Connect (and our officers, directors, agents, subsidiaries, joint ventures, employees and independent contractors from any and all claims, demands and damages (actual and/or consequential) of every kind and nature, known or unknown, arising out of or in any way connected to such disputes. Anchor Connect will not, and will not attempt, to reverse or otherwise recover any transactions or payment that may be subject to or the cause of a bona fide dispute.

11.7 Limited Third Party Rights to Enforce this Agreement. Other than as set out in this Section, this Agreement is not intended to grant rights to anyone except the User and Anchor Connect. In no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.

12. Warranty and Disclaimer. THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALINGS WITH ANY OTHER SERVICE USER. ANCHOR CONNECT DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. ANCHOR CONNECT FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANCHOR CONNECT OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

13. Limitation of Liability. IN NO EVENT SHALL ANCHOR CONNECT BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT ANCHOR CONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. ANCHOR CONNECT WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL ANCHOR CONNECT’S AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION OR INDIVIDUAL TO ANCHOR CONNECT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. ALL LIMITATIONS OF LIABILITY, DISCLAIMER OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES WILL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE AN EXCLUSIVE REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

14. Indemnity. You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify Anchor Connect and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.

15. Agreement to Arbitrate. In the interest of resolving any potential disputes between You and Anchor Connect in the most expedient and cost-effective manner, You and Anchor Connect agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award. The Agreement to Arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. BY ENTERING IN THIS AGREEMENT, YOU AND ANCHOR CONNECT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS.

15.1 Waiver of Class Actions and Right to Trial by Jury. To the fullest extent permitted by law, You acknowledge and agree that You may bring claims against Anchor Connect only in Your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION AND TO A TRIAL BY JURY.

15.2 Procedures. Any arbitration between You and Anchor Connect will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org.

15.3 Notice. If You intend to seek arbitration, You must first send a written notice (“Notice”) of Your claim or dispute to Anchor Connect by certified U.S. Mail or by Federal Express (signature required). Anchor Connect’s address for Notice is Anchor Connect’s address of record as listed on the Anchor Connect Website, ATTN: LEGAL. The Notice must describe: (a) the nature and basis of the claim or dispute; and (b) the remedy that You want (“Demand”). You and Anchor Connect agree to make good faith efforts to resolve the claim directly, but if You and Anchor Connect do not reach an agreement within thirty (30) days after the Notice is received, You or Anchor Connect may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Anchor Connect must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

15.4 Fees. If You commence arbitration in accordance with this Agreement, the payment of fees related to the arbitration will be decided by the AAA Rules. If the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse Anchor Connect for any fees paid on Your behalf that would otherwise be Your obligation under the AAA Rules.

15.5 Location. The arbitration hearing will take place at a location to be agreed upon in Suffolk County, NY. If Your claim is for $1,000 or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county of Your billing address.

15.6 Severability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement. If this Agreement to Arbitrate is found to be, in whole or in part, invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, and, where this Section 16 cannot be enforced, You agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to this Agreement.

15.7 Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of Section 15, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right to: (a) bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency, if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16. Governing Law; Choice of Forum. This Agreement and all matters arising out of or relating to this Agreement, including any disputes between the User and Anchor Connect, will be governed by the laws of the State of New York, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Suffolk County, NY, or the federal courts in the Southern District of NY. Subject to the provisions of Section 16, You and Anchor Connect agree to submit to this exclusive jurisdiction and agree that the aforementioned venues are proper in any legal action or proceeding.

17. Force Majeure. Anchor Connect will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond Anchor Connect’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action.

18. Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise

19. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.

20. Compliance with Laws. You and Anchor Connect each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of the United States.

21. No Agency. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between You and Anchor Connect.

22. Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and Anchor Connect, and is not intended to benefit any third party, except as otherwise stated.

23. Language. If Anchor Connect provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.

24. Headings. The headings in this Agreement are for convenience only and have no legal effect.

25. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and Anchor Connect concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.

26. Updates and Changes to This Agreement. Anchor Connect reserves the right to modify or change this Agreement, as well as its policies relating to the Service, at any time, in Our sole discretion. Anchor Connect will post revised Terms or policies on Our Website, and will provide notice to You of material changes to this Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Section 10.