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Terms of Service

Last Updated: May 112026

These Terms of Service ("Terms") are an agreement between you and Thirty MadisonInc. d/b/a Keepson behalf of itself and its parent(s) and affiliate(s) (the "Company" or "we" or "our") and govern your access toand use ofour website and content at trt.keeps.comand any web-based and/or mobile application that require you to create an account in order to use the Services (as such term is hereinafter defined) (collectivelythe "Site") or any products for which the Company provides you access to purchase (collectively"Products"). The Site and Products may collectively be referred to as the "Services" throughout these Terms.

Please read these Terms carefully before accessing and/or using the Site and/or Products.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH COMPANY ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 13 FOR MORE INFORMATION ABOUT THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDINGINDIVIDUAL ARBITRATIONAND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

1. General

a. Acceptance of Terms. By accessing and/or using the Site and/or Productsor clicking any button to indicate your consentyou accept and agree to be bound by these Termsjust as if you had agreed to these Terms in writing. If you do not agree to these Termsdo not use the Site or any Products.

b. Amendment of Terms. The Company may amend the Terms from time to time. Unless we provide a delayed effective dateall amendments will be effective upon posting of such updated Terms. Your continued access to or use of the Site or Products after such posting constitutes your consent to be bound by the Termsas amended. Company may also terminate the Services entirely. Company is not liable for any such modificationsuspensionor termination of the Services.

c. Additional Terms. In addition to these Termscertain products or services may be subject to additional termsconditionsguidelines or rules which may be postedcommunicated or modified by us. Your use of any such products or services is subject to those additional terms and conditionswhich are hereby incorporated by reference into these Terms.

d. Privacy. For information related to our privacy practicesplease review our Privacy Policy.

e. Availability. The Services are available in all fifty (50) states plus the District of Columbia. Testosterone replacement therapy ("TRT") may not be available in every statein accordance with state telemedicine laws. The Company is based in the United States. The Services are provided for use only by persons located in the United States. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United Statesyou do so at your own risk and you are solely responsible for compliance with local lawsincluding export laws as applicable.

f. Eligibility. You may only use the Services and purchase Products if you are at least eighteen (18) years of age. By accessingusing and/or submitting information to or through the Servicesyou represent that you are not younger than age 18.

2. Your Relationship with the Company

a. The Companyon its own behalf and on behalf of one or more professional corporations incorporatedformed or authorized in one or more states and for which Company provides administrative servicesincluding but not limited to OpenLoop Healthcare PartnersPC and its affiliatesJMP MedicalP.A. and its affiliatesand KMG Medical Group MOP.C. and its affiliates (collectivelythe "Professional Entities")makes certain information available to you regarding at-home testosterone therapy (TRT or enclomiphene) and facilitates your access to telemedicine and expert medical services provided by the Professional Entities. Our Privacy Policy details how we may useshare and maintain any information that you provide to us or to the Professional Entities. The Company's role is limited to making such information available to you and/or facilitate your access to the Serviceson behalf of the Professional Entities. The Company is independent from the Professional Entities and the clinicians that may provide you with telehealth services through the Professional Entities. The Company is not responsible for the Professional Entities' actsomissions or for any content of the communications made by them to you. The Company does not engage in the practice of medicine or provide any other health services.

b. The Company itself does not offer any diagnosis or treatment. ALL INFORMATION PROVIDED ON THIS SITE OR IN CONNECTION WITH ANY COMMUNICATIONS SUPPORTED BY THE COMPANY IS INTENDED TO BE FOR GENERAL INFORMATION PURPOSES ONLY AND IS IN NO WAY INTENDED TO CREATE A PROVIDER-PATIENT RELATIONSHIP OR SUPPLANT OR REPLACE YOUR EXISTING PROVIDER-PATIENT RELATIONSHIP AS DEFINED BY STATE AND FEDERAL LAW. USE OF THE SITE IS NOT A SUBSTITUTE FOR PROFESSIONAL DIAGNOSIS OR TREATMENT AND RELIANCE ON ANY INFORMATION PROVIDED BY THE COMPANY IS SOLELY AT YOUR OWN RISK.

c. For the avoidance of doubtthe Company provides administrativeoperationaland technology services only. Clinical services (including medical evaluationdiagnosistreatment decisionsand prescribing) are provided solely by licensed clinicians through the Professional Entities. The Company does not practice medicine or pharmacy and does not direct or control clinicians' clinical judgment. Any "care team," support staffor customer services agents made available by the Company are non-clinical customer support and cannot provide medical advicediagnosisor treatment recommendations. If you have medical questions or concernsyou should contact a licensed clinician through the Professional Entities or seek in-person medical care. Individual results vary. The Company does not guarantee any particular clinical outcome and does not guarantee that a prescription will be issued.

3. Consent to Telehealth Services

a. Telehealth allows healthcare providers to assess and treat patients remotely using technology. Healthcare services via telehealth may offer potential benefitsbut there are also potential risks. To use the Services you must consent to treatment via telehealth. Please see the Telehealth Consent. The Telehealth Consent is hereby incorporated into these Terms of Service by reference and constitute a part of these Terms of Service.

4. Use of the Services

a. Our Content. The Services are owned and operated by Company and its licensors. The contentrecordingsvisual interfacesgraphicsdesigncompilationinformationcomputer codeproductssoftware (including any downloadable software)or any musicimagesvideotextservicesand all other material or elements of or available through the Site ("Content") are protected by the copyrighttrade dresspatentand trademark laws of the United States and other countriesinternational conventionsand all other relevant intellectual property and proprietary rightsand applicable laws. All Content contained on the Site is the copyrighted property of Company or its third-party licensors. All trademarksservice marksand trade names are proprietary to Company or its third-party licensors whether registered or unregistered and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsementaffiliation or sponsorship of any personproduct or service. Except as expressly authorized by Companyyou agree not to selllicensedistributecopymodifydownloadrecordpublicly perform or displaytransmitpublisheditadaptcreate derivative works fromor otherwise make unauthorized use of the Content and may only access the Content for your personalnon-commercial use. In the event that Content is downloaded to your computer or mobile phoneyou do not obtain any ownership interest in such Content. All rights not expressly granted in these Terms are reserved by Company.

b. Electronic Communications. You expressly consent to receipt of electronic communications from Company through posts on the Services and via the phone number and email you provided. All agreementsnoticesdisclosuresauthorizationsverificationsconfirmationsor other electronic communications Company provides according to this paragraph satisfy any legal requirement for written communication.

5. Membership and Cancellation

a. Your membership with the Company Program ("Program Membership")including your ability to access the Serviceswill commence when you have completed the Company's proprietary intake format which time you will be charged for the first term of the Program Membership Fee (as defined and explained in Section 5(b) below). We will subsequently collect additional personal and medical details to enable clinicians associated with the Professional Entities to conduct your consultation and make a treatment decision. The Program Membership includes:

  • A synchronous consultation with a licensed clinicianlaboratory testingand preparation of a personalized treatment planincluding the writing of a prescription for TRT or enclomiphene if deemed eligible by clinician (the "Program"). The Program Membership Fee covers the clinician consultationlaboratory testingand preparation of your personalized treatment planincluding the act of writing a prescription. The cost of compounded medication is not included in the Program Membership Fee and is billed separately as described in Section 5(b) below.

  • The Company is cash pay only and the Company does not accept insurance.

  • In certain casesyou or your clinician associated with the Professional Entities may request that you complete services (e.g.medical consults or additional laboratory testing) not covered by the Program Membership.

  • The Program Membership may change from time to time. You will be given thirty (30) days' notice of any such change. You may accept the revised Program Membership by continuing in the Program or reject them by terminating your Program Membership.

b. Payment of Program Membership Fee. You will have an opportunity to review and agree to the cost of the Program Membership (the "Program Membership Fee") during the enrollment process. The Program Membership Fee covers access to the Program as described in Section 5(a) and does not include the cost of compounded medication. Once you begin participation in the Programyour Program Membership Fee will be charged to your Payment Method (as defined in Section 5(e) below) on file with the Company every 84 daysuntil your Membership is cancelled. Once paidyour Program Membership Fee is non-refundable. Compounded medication prescribed through the Program is subject to a separaterecurring medication charge (the "Medication Fee")which is distinct from and in addition to the Program Membership Fee. Your first Medication Fee will be charged to your Payment Method when your clinician writes your initial prescription. ThereafterMedication Fees will be charged automatically every 12 weeks when your next supply is prepared for shipmentuntil you cancel your medication subscription. Medication Fees are non-refundable once a prescription has been written and the medication is in the process of fulfillment by a pharmacy.

c. Cancellation. You may cancel your Program Membership at any time before the next billing datein which case your membership and access to the Program Services will continue until the end of the current billing cycleand you will not be charged the next Program Membership Fee. If you wish to prevent automatic renewal for the subsequent billing cycleyou must notify the Company of your intent to cancel at least forty-eight (48) hours prior to the end of the current billing cycle. Cancellation of your Program Membership will also terminate your medication subscriptionand no further Medication Fees will be charged after the current medication cycle ends. To cancel your Program Membership and medication subscriptionplease e-mail the Company at [email protected]. Because the Program Membership Fee and Medication Fee are non-refundable (as stated in Section 5(b))no refundspartial or otherwisewill be issued once charged. For the avoidance of doubtonce a prescription has been written and the medication is in the process of fulfillment by a pharmacythe Company WILL NOT issue a refund for that Medication Fee.

You may elect to reinstate your Membership in the Program by emailing our patient care team at [email protected]. By electing to reinstate your Membershipyou accept and agree to be bound by the Terms in effect as of the date of such election.

d. Effect of Program Membership cancellation. When you cancelso long as it is at least forty-eight (48) hours before the next billing dateyou will not be charged any additional Program Membership Fee payments. You will receive the Program Services through the last day of the billing cycle for which you have paid the Program Membership Fee. Cancellation of your Program Membership also terminates your medication subscription; no further Medication Fees will be charged after your current medication cycle is complete and no new prescription will be issued. Thereafteryou will not be eligible to receive any Servicesincluding new prescriptions or medication shipments from your clinician associated with the Professional Entities.

e. Payment for Services and Program Membership Fees. When being charged for the Program Membership Fees and Medication Feesyou will need to provide a credit card or other payment method accepted by the Company ("Payment Method"). You are expressly agreeing that the Company is authorized to charge to the Payment Method (i) Program Membership Fees on a recurring basis every 84 daysand (ii) Medication Fees as described in Section 5(b)in each case together with any applicable taxes. These are separate charges and may appear as separate transactions on your billing statement.

You agree that authorization to charge your Payment Method remains in effect until you cancel in accordance with these Termsand you agree to notify the Company of any changes to your Payment Method. All payments are processed by a third party processor. You certify that you are an authorized user of the Payment Method and will not dispute charges made by the Company. You acknowledge that the origination of ACH transactions to your account must comply with applicable provisions of U.S. law. In the case of an ACH transaction rejected for insufficient fundsthe Company may at its discretion attempt to process the charge again at any time within 30 days. The terms and conditions and privacy notice of our third-party payment processor will govern with regard to any financial transaction.

No representationwarrantyor guarantee of continued availability of the Program. NEITHER THE COMPANY NOR THE PROFESSIONAL ENTITIES MAKE ANY REPRESENTATIONSWARRANTIESOR GUARANTEES REGARDING THE CONTINUED AVAILABILITY OF THE PROGRAM. THE PROGRAM MAY BE DISCONTINUED AT ANY TIME AT THE SOLE DISCRETION OF THE COMPANY. YOU WILL BE GIVEN 30 DAYS' NOTICE OF ANY SUCH DISCONTINUATION SO THAT YOU MAY FIND A LOCAL PROVIDER WITH WHOM TO CONTINUE TREATMENT.

f. Product Orders. While we will use our best efforts to fulfill all orders through our contractual relationshipCompany cannot guarantee the availability of any Product displayed on this Site. Company reserves the right to discontinue the sale of any Product listed on this Site at any time without notice. We reserve the right to limit quantities to the amount reasonable for our regular customers. The prices displayed on this Site are quoted in U.S. dollars and are valid and effective only within the United Statesand such prices do not include shipping and handling or sales taxesif applicablewhich will be added to your total invoice price. You are responsible for the payment of any shipping and handling charges and state and local sales or use taxes that may apply to your orders.

g. Termination for Non-Payment. Your Membership will be terminated by the Company if we are unable to bill your selected method of payment and you fail to provide an alternative Payment Method.

6. Accuracy and Security Obligations

a. Security. You are responsible for your access to and use of the Servicesincluding all financial transactions. You agree to immediately notify Company of any breach of security that may occur through your access or use of the Services and to prevent its further occurrence. If you become aware that someone may be impersonating or attempting to impersonate you in using the Services or processing any financial transactions through the Servicesyou should contact us immediately.

b. Accuracy of Personal Information. You represent and warrant that all information provided to Company through the Site is currentaccuratecomplete and truthfulincluding all initial or updated registration informationsuch as the legal namestreet addressemail addresstelephone numberand financial transaction account information. You further represent and warrant that you are an authorized account holder of any financial transaction account which you provide to Company through the Site.

7. Prohibited Conduct

Without limiting the prohibitions and restrictions found elsewhere throughout the Termsyou agree not to:

  • Harassthreatenstalkdisrupt or defraud usersmembers or staff of Company or any other personor otherwise create or contribute to an unsafeharassingthreatening or disruptive environment

  • Act in a deceptive or fraudulent manner byamong other thingsimpersonating another person

  • Reproducemodifyprepare derivative works based upondistributelicenseleasesellreselltransferpublicly displaypublicly performtransmitstreambroadcastuse for commercial purposes or otherwise exploit any portion of the Services

  • Misrepresent the sourceidentityor content of information transmitted via the Siteincluding deleting the copyright or other proprietary rights or notices from any portion of the Site

  • Upload material (i.e.virus) that is damaging to computer systems or data of Company or users of the Site or otherwise use the Site in any manner that could damagedisableoverburdenor impair it or interfere with any other party's use and enjoyment of the Site

  • Upload copyrighted material that is not your own or that you do not have the legal right to distributedisplayand otherwise make available to others

  • Upload or send to Site users pornographicthreateningembarrassinghatefulracially or ethnically insultinglibelousor otherwise inappropriate content

  • Decompilereverse engineer or disassemble the Sitein whole or in partexcept as may be permitted by applicable law

  • Link tomirror or frame any portion of the Site

  • Cause or launch any programs or scripts for the purpose of scrapingindexingsurveyingor otherwise data mining any portion of the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site

  • Attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site

  • Make unsolicited offersadvertisementsproposalsor send junk mail or "spam" to users

  • Removecircumventdisabledamage or otherwise interfere with security-related features of the Siteany features that prevent or restrict use or copying of any content accessible through the Siteor any features that enforce limitations on the use of the Site or the content therein

  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site

  • Modify the Site in any manner or formor use modified versions of the Siteincluding (without limitation) for the purpose of obtaining unauthorized access to the Site

  • Use any robotspiderscraperor other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site

  • Use the Site for or in connection with any purpose that is unlawful or prohibited by these Terms

The Company reserves the right to refuse serviceremove or edit contentor cancel orders in its sole discretion.

8. Third Party Sites

The Site may include links or access to other web sites or services ("Linked Sites") solely as a convenience to users. Company does not endorse any such Linked Sitesor the informationmaterialproductsor services contained on other linked sites or accessible through other Linked Sites. FurthermoreCompany makes no express or implied warranties with regard to the informationmaterialproductsor services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITESINCLUDING THE INFORMATIONMATERIALCONTENTPRODUCTSAND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITESIS SOLELY AT YOUR OWN RISK. We strongly encourage you to review any separate terms of use and privacy notices governing use of these Linked Sites.

9. Data Retention

The Company may retain your information for (1) as long as it believes necessary; (2) as long as necessary to comply with its legal obligationsresolve disputesand/or enforce agreements; or (3) as long as needed to provide its users with the Services. The Company may dispose of or delete any such information at any timeexcept as set forth in any other agreement or document executed by the Company or as required by law. Please see the Privacy Policy for additional information about how your data will be handled by the Company.

Patients residing in New YorkNew Jerseyand Rhode Island have the right under their respective state patient billing laws to request an itemized price list from Keeps for their laboratory tests.

10. Indemnification

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS AFFILIATESOFFICERSEMPLOYEESAGENTSPARTNERS AND LICENSORSFROM AND AGAINST ANY AND ALL LOSSEXPENSESDAMAGESAND COSTSINCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEESRESULTINGWHETHER DIRECTLY OR INDIRECTLYFROM YOUR VIOLATION OF THESE TERMS. YOU ALSO AGREE TO INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS OFFICERSEMPLOYEESAGENTSPARTNERS AND LICENSORSFROM AND AGAINST ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE SERVICES IN BREACH OF THESE TERMS.

11. Disclaimer of Warranties

a. COMPANY IS NOT A PROVIDER OF MEDICAL TREATMENTAND THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR NURSING ADVICEDIAGNOSISOR TREATMENT. BY ACCEPTING THESE TERMSYOU ACKNOWLEDGE AND AGREE THAT: (A) THE SERVICES DO NOT CONSTITUTEAND SHOULD NOT BE INTERPRETED ASMEDICAL ADVICEDIAGNOSESOR OPINIONS; AND (B) THE SERVICES ARE NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR NURSING ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS REGARDING YOUR MEDICAL OR OTHER HEALTH CONDITION.

b. YOU ARE ACCESSING THE SERVICES ON AN "AS ISWHERE ISAND AS AVAILABLE" BASIS. COMPANY IS NOT RESPONSIBLE FOR PROBLEMS ARISING FROMOR INADEQUACIES IN THE CONTENT OF THE SERVICES OR ANY PARTICULAR FEATURES OR SERVICES OFFERED. COMPANY DOES NOT REPRESENT OR WARRANT THE ACCURACYADEQUACYOR COMPLETENESS OF THE INFORMATIONMATERIALSAND SERVICES ON THE SERVICES OR THE ERROR-FREE USE OF THE SERVICES. COMPANY IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINESCOMPUTER ONLINE SYSTEMSSERVERS OR PROVIDERSCOMPUTER EQUIPMENTSOFTWAREPROBLEMS OR TRAFFIC CONGESTION ON THE INTERNETINCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM ACCESS TO OR USE OF THE SERVICES. COMPANY IS PROVIDING THE SERVICES WITHOUT WARRANTY OF ANY KINDEITHER EXPRESS OR IMPLIEDINCLUDING THE WARRANTIES OF MERCHANTABILITYFITNESS FOR A PARTICULAR PURPOSENON-INFRINGEMENTAND FREEDOM FROM A COMPUTER VIRUS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOUSOME OR ALL OF THE ABOVE DISCLAIMERSEXCLUSIONSOR LIMITATIONS MAY NOT APPLY TO YOUAND YOU MIGHT HAVE ADDITIONAL RIGHTS.

c. FOR CALIFORNIA RESIDENTS. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAWYOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODEWHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICHIF KNOWN BY HIM OR HERMUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODEAND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST RELEASED PARTIES.

12. Limitation of Liability

a. UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS AFFILIATESCONTRACTORSEMPLOYEESAGENTSOR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIALINDIRECTINCIDENTALOR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITYWHETHER BASED IN CONTRACTTORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY)OR OTHERWISEEVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGESSO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASESCOMPANY'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

b. COMPANY'S LIABILITY TO YOU IS LIMITED TO $50 OR THE AMOUNTSIF ANYPAID BY YOU TO COMPANY UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIMWHICHEVER IS MORE. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWREGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Arbitration Agreement with Class Action Waiver

We endeavor to resolve customer concerns as quickly as possible. Please contact the Company at [email protected] to resolve any dispute with the Company.

In the unlikely event that you're not satisfied with solutions provided by the Company's customer support teamand you and the Company are unable to resolve a dispute through the Informal Dispute Resolution Procedures belowwe each agree to resolve the dispute through binding arbitration or small claims court.

Any arbitration under this Arbitration Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. In arbitration you may be entitled to recover attorneys' fees from us to the same extent as you would be in court.

a. Claims subject to Arbitration. Any disputeclaim or controversy between you and the Company that arises from or relates in any way to these Terms (including any alleged breach thereof)the Servicesor the Company's relationship with you (collectively"Dispute") shall be exclusively resolved through binding individual arbitration except as specifically provided otherwise herein. "Dispute" as used in this section shall have the broadest possible meaning and include claims that arose before the existence of these Terms (or any prior agreement or terms).

YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO LITIGATE DISPUTES IN COURT IN FAVOR OF INDIVIDUAL ARBITRATION (EXCEPT AS SET FORTH BELOW). YOU AND THE COMPANY EACH WAIVE THE RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION AGAINST THE OTHER OR OTHERWISE TO SEEK RELIEF ON A CLASS BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWYOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITYAND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASSREPRESENTATIVEOR PRIVATE ATTORNEY GENERAL PROCEEDING.

Notwithstanding the foregoingeither you or the Company may elect to have an individual claim heard in small claims court having jurisdiction over the claim. If the request to proceed in small claims court is made after an arbitration has been initiated but before an arbitrator has been appointedsuch arbitration shall be administratively closed. This Arbitration Agreement does not preclude you from bringing issues to the attention of federalstateor local agencies.

To the fullest extent permitted by applicable lawthe arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court determines that applicable law precludes enforcement of any limitation in this Agreement on a claim foror request fornon-individualized public injunctive reliefthen such claim or request for relief (and only that claim or request) will be decided by a court of competent jurisdiction after all other arbitrable claims and requests for relief are arbitrated.

The foregoing shall not preclude the Company from seeking injunctive relief in any court of competent jurisdiction located in other countries and jurisdictions for protection of the Company's intellectual property.

All other claims remain subject to this Arbitration Agreement. For purposes of this Arbitration Agreement"Company Parties" means the Company's parentssubsidiariesaffiliatespredecessorssuccessorsassignsand each of their respective officersdirectorsemployeesagentsrepresentativescontractorsand service providers. You and the Company agree that this Arbitration Agreementincluding the class and jury trial waiversis intended to benefit and be enforceable by the Company Partieswho are express third-party beneficiaries of this Arbitration Agreement. This Arbitration Agreement evidences a transaction in interstate commerceand thus the Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of the Terms.

b. Mandatory Pre-Arbitration Notice Requirements and Informal Dispute Resolution Procedures. Before initiating arbitration or a small claims actiona party who intends to initiate arbitration must first send to the other a written Notice of Dispute ("Notice"). A Notice from you to the Company must be emailed to [email protected] (the "Notice Address").

Any Notice must include: (a) the claimant's namecurrent addressand email address; (b) the email address and phone number associated with the claimant's account; (c) sufficient information to identify any relevant transaction(s) or subscription term(s); (d) a description of the nature and basis of the claim or dispute; and (e) the specific relief soughtincluding a good-faith calculation of any claimed damages. The Notice must be individualizedmeaning it can concern only your dispute and no other person's dispute.

If the Company believes a Notice is missing required informationthe Company will notify you within fourteen (14) days of receipt and will identify the missing information. If you provide the missing information within thirty (30) days of that noticethe Notice will be treated as completed as of the date the Company received the initial Notice.

After receipt of a completed Noticethe parties will engage in good-faith efforts to resolve the dispute for sixty (60) days (which may be extended by agreement). You and we agree thatafter receipt of the completed Noticethe recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will personally attend (with counselif represented). If we and you do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties)you or we may commence an arbitration proceeding or a small claims court proceeding (if permitted by small claims court rules). Participation in a good-faith settlement conference as described above is a mandatory precondition to initiating arbitration. Neither party may commence arbitration unless and until such conference has occurred.

For the avoidance of doubtcompliance with the Mandatory Pre-Arbitration Notice Requirements and Informal Dispute Resolution Procedures set forth within this Section 13(b) is a condition precedent to initiating arbitrationand no party may commence arbitration unless and until such procedures have been completed. Any applicable statute of limitations and filing deadlines are tolled while the parties engage in the informal dispute resolution procedures set forth in this section. In additionunless prohibited by lawthe arbitration administrator may not acceptadministerassessor demand fees in connection with an arbitration that has been initiated without completion of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures set forth in this Arbitration Agreement. If the arbitration is already pendingit shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

A court of competent jurisdiction shall have authority to enforce the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures (as set forth in this section) and the Additional Procedures for Mass Arbitrations (as set forth in Section 13(g))including by staying or enjoining the filingprosecutionor administration of arbitrationsor the assessment or collection of arbitration feesin a manner inconsistent with those provisionsto the extent permitted by law.

c. Administration of Arbitration Proceedings. Any arbitration will be administered by JAMS. The arbitration will be governed by JAMS' applicable rulesincluding the JAMS Streamlined Arbitration Rules & Procedures andas applicablethe JAMS Comprehensive Arbitration Rules & Procedures ("JAMS Rules")as modified by this agreement. JAMS' Rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. You may obtain a form to initiate arbitration at: https://www.jamsadr.com/submit or by contacting JAMS. If JAMS is not available to arbitratethe parties will select an alternative arbitral forum.

You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced in Section 13(b) and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counselif represented).

As in courtyou and we agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b)including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose.

The arbitrator is authorized to impose any sanctions under the JAMS RulesFederal Rule of Civil Procedure 11or applicable federal or state lawagainst all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreementthe arbitrator may grant any remedyreliefor outcome that the parties could have received in courtincluding awards of attorneys' fees and costsin accordance with applicable law. Unless otherwise provided by applicable lawthe parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator awards sanctions or finds that either the substance of the claimthe defenseor the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

You may choose to have the arbitration conducted by telephonebased on written submissionsor in person in the state where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

d. Arbitration Fees. Where the arbitration involves an individual consumerthe JAMS Consumer Arbitration Minimum Standards of Procedural Fairness ("Consumer Minimum Standards") will apply to the extent applicableexcept as modified by this agreement. If the Consumer Minimum Standards apply and you initiate arbitrationyou will pay no more than the consumer filing fee specified in the Consumer Minimum Standardsand the Company will pay all other JAMS filing feescase management feesand arbitrator professional fees required by those standards (subject to any fee-shifting permitted by applicable law or an arbitrator's award for frivolous or improper claims). If the Company initiates arbitration against youthe Company will pay the costs of arbitration consistent with the Consumer Minimum Standards. The arbitration will be seated in New York CountyNew Yorkbut may be conducted by telephonevideobased on written submissionsor in person.

Disputes involving claims and counterclaims under $250,000 (not inclusive of attorneys' fees and interest) shall be subject to JAMS' most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS' most current version of the Comprehensive Arbitration Rules and Proceduresavailable at http://www.jamsadr.com/rules-comprehensivearbitration/.

The payment of arbitration fees (the fees imposed by JAMSincluding filingcase managementarbitratorand hearing fees) will be governed by the JAMS Rules and the JAMS Consumer Arbitration Minimum Standards. Ifafter any available fee-waiver processthe arbitrator determines that arbitration fees would be cost-prohibitive for you as compared to litigation in courtthe Company will pay the arbitration fees to the extent necessary to prevent the arbitration from being cost-prohibitive (unless the arbitrator determines the claim was frivolous or brought for an improper purpose). Each party will bear its own attorneys' fees unless a fee-shifting statute or an arbitrator award provides otherwise.

e. Delegation. The parties agree that the arbitratorand not any federalstateor local court or agencyshall have exclusive authority to resolve any dispute relating to the interpretationapplicabilityenforceabilityor formation of this Arbitration Agreementincluding any claim that all or any part of this Arbitration Agreement is void or voidableand this is intended to be a clear and unmistakable delegation of such issues to the arbitrator.

Notwithstanding the foregoingand consistent with Section 13(b)a court of competent jurisdiction may decide (i) whether the Mandatory Pre-Arbitration Notice Requirements and Informal Dispute Resolution Procedures have been satisfied and (ii) whether any "Additional Procedures for Mass Arbitrations" applyand may enforce those procedures—including by staying or enjoining the filingprosecutionor administration of arbitrations filed without compliance and/or the assessment or collection of arbitration fees associated with non-compliant filings—to the extent permitted by law.

f. Your Right to Opt-Out. You may opt out of this arbitration provision within 30 days of the date you first affirmatively accept these Terms (e.g.by creating an account or completing a purchase where you are presented with and agree to these Terms). To opt outyou must send your nameresidence addressthe email address and phone number associated with your account (and a clear statement that you want to opt out of this arbitration agreement) to [email protected].

g. Additional Procedures for Mass Arbitration. Ifat any time25 or more claimants (including you) submit Notices or seek to file demands for arbitration ("Demands") asserting similar claims against the other party or its related entitieswhere such Demands are filed by the same or coordinated counsel and arise out of substantially similar facts and legal theories (a "Mass Arbitration")you and we agree that the additional procedures set forth below shall apply. The parties agree that throughout this processtheir counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Arbitration. The parties acknowledge and agree that by electing to participate in a Mass Arbitrationthe adjudication of their dispute might be delayed. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled beginning when the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are initiatedso long as the pre-arbitration Notice complies with the requirements in Section 13(b)until your claim is selected to proceed as part of a staged process or is settledwithdrawnotherwise resolvedor opted out of arbitration.

For any Mass Arbitration administered by JAMSthe parties agree that the JAMS Mass Arbitration Procedures and Guidelines and the JAMS Mass Arbitration Procedures Fee Schedule (collectivelythe "JAMS Mass Arbitration Procedures") applyand the parties specify twenty-five (25) as the number of similar Demands required to constitute a "Mass Arbitration" for purposes of those procedures. To the extent permitted by the JAMS Mass Arbitration Procedures and any determinations of the Process Administratorthe parties agree that Demands in a Mass Arbitration will proceed in stages:

Stage One: Counsel for the claimants and counsel for the Company shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a differentsingle arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitrationnor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completedthe parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and the Company shall pay the mediator's fee.

Stage Two: If the remaining claims are not resolved at this timecounsel for the claimants and counsel for the Company shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged processsubject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a differentsingle arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitrationnor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completedthe parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and the Company shall pay the mediator's fee.

Stage Three: If the remaining claims are not resolved at this timecounsel for the claimants and counsel for the Company shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged processsubject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitrationnor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedingscounsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

If your claim is not resolved as part of the staged process identified aboveeither:

Option One: You and the Company may separately or by agreementopt out of arbitration and elect to have your claim heard in court consistent with the Agreement. You may opt out of arbitration by providing your individualpersonally signed notice of your intention to opt out by sending the Company an email to [email protected]. Such an opt-out email must be sent by you personallyand not by your agentattorneyor anyone else purporting to act on your behalf. It must include a statementpersonally signed by youthat you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. The Company may opt your claim out of arbitration by sending an individualpersonally signed notice of its intention to opt out to your counsel within 14 days after the expiration of your 30 day opt out period. Counsel for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor the Company elect to have your claim heard in court consistent with Option Onethen you agree that your claim will be resolved as part of continuingstaged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200then all of those claims shall be filed and proceed in individual arbitrations. Any remaining claims shall not be filed or be deemed filed in arbitrationnor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicatedsettledwithdrawnor otherwise resolvedthis process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and conferparticipate in mediationand engage with each other and with JAMS (including through a Procedural Arbitrator) to explore ways to streamline the adjudication of claimsincrease the number of claims to proceed at any given timepromote efficienciesconserve resourcesand resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Arbitration provisions andif necessaryto enjoin the Mass Arbitrationprosecutionor administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claimand a court of competent jurisdiction determines that they are not enforceable as to your claimthen your claim shall proceed in a court of competent jurisdiction consistent with this Agreement.

You and the Company agree that we each value the integrity and efficiency of arbitration and wish to employ the process for the fair resolution of genuine and sincere disputes between us. You and the Company acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Arbitration procedures have been reasonably designed to result in an efficient and fair adjudication of such cases.

Each Demand in a Mass Arbitration is an individual dispute between the claimant and the Company (and/or any Company Party). No arbitration rulingawardor decision will have precedentialpreclusiveor binding effect in any arbitration involving a different claimant.

h. Severability. If a court of competent jurisdiction determines that any portion of these Additional Procedures for Mass Arbitration is unenforceablethe parties agree that the remainder of this arbitration provision will be enforced to the fullest extent permitted by lawand the Demands in the Mass Arbitration will proceed as individual arbitrations under the JAMS Rules (andif applicablethe JAMS Mass Arbitration Procedures) consistent with that court's ruling.

14. Class Action Waiver and Jury Trial Waiver

a. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE; AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given claim for reliefthen the claim must be severed from the arbitration and brought into the state or federal courts located in New York CountyNew York. All other claims shall be arbitrated.

b. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company are instead electing that all claims and disputes shall be resolved by arbitration under these Termsexcept as expressly provided otherwise. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. Howeverthere is no judge or jury in arbitrationand court review of an arbitration award is subject to very limited review.

15. Miscellaneous

a. Waiver and Severability. To the extent that a court of competent jurisdiction determines any part of the terms and conditions in these Terms to be invalid or unenforceablethat part will be modified by the court solely to the extent necessary to cause that part to be enforceableand the remainder of these Terms will remain in full force and effect. Company's failure to exercise or enforce a legal rightremedy or benefit which is contained in these Terms or any applicable law does not constitute waiver of its right to do so later.

b. Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of New Yorkwithout regard to conflict of law provisionsconsistent with the Federal Arbitration Act (to the extent permitted by applicable law). If for any reason a claim proceeds in court rather than in arbitration (including any claims brought by parties outside the United States)the dispute shall be exclusively brought in state or federal court located in New York CountyNew York.

c. Assignment. We may assign our rights and obligations under these Terms. These Terms will inure to the benefit of our successorsassignsand licensees. You may not assigntransferor sell (voluntarily or by operation of law) your rights or obligations under these Termsnor delegate your duties hereunder to any other personwithout our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of these Terms.